Terms & Conditions
Standard Terms and Conditions
1. Definitions
1.1 For the purposes of this agreement the “Client" shall where the context so admits include their respective assignees, sub-licensees and successors in title.
1.2 “Agreed Fee” means the fees accepted by the Client.
1.6 “Services” means analysis, design, coding, testing of voice services and/or production services related to it.
1.7 The "Contract" refers collectively to, all terms, conditions, notices contained or referenced in this document ("Standard Terms and Conditions") and all other operating rules and procedures that we may publish from time to time on this website (located at www.endorsesheet.com)
1.8 “Endorse Sheet” means Echoe Pass Pty Ltd (ACN 624 200 602).
2. Application
2.1 These Terms and Conditions apply to and are incorporated into all contracts, agreements, arrangements, transactions and dealings entered into by Endorse Sheet with any Client in relation to the provision of Services by Endorse Sheet.
2.2 All work carried out by Endorse Sheet is on the basis that the Client has agreed to these Terms and Conditions.
3. Consumer Contract
3.1 These conditions do not affect any rights the Client has under Schedule 2 of the Competition and Consumer Act 2010 (Cth); and
3.2 These conditions do not affect the laws in force in the place in which the contract is made prior to the contract.
4. Copyright
4.1 Copyright in the analysis, design, coding, testing of voice services and/or production services related to it are owned by and retained by Endorse Sheet at all times throughout the world. The Client agrees that Endorse Sheet is the sole author of the analysis, design, coding, testing of voice services and/or production services related to it.
4.2 Endorse Sheet reserves the right to retain ownership of any material discovered in post-production. The copyright of such materials will belong to Endorse Sheet.
4.3 Copyright in all video, images, audio, documents or recorded by equipment used by Endorse Sheet will remain the property of the author or legal entity owning the copyright.
5. No Alteration
5.1 No alteration or manipulation of any analysis, design, coding, testing of voice services and/or production services related to it provided to the Client, may be made without the express permission of Endorse Sheet.
6. Licence to use
6.1 In consideration of full payment of the agreed fee by the Client for rendering of Services by Endorse Sheet, Endorse Sheet grants the Client a Worldwide Perpetual License for Personal Use only, unless otherwise with the express permission by Endorse Sheet in writing.
6.2 No use may be made of the analysis, design, coding, testing of voice services and/or production services related to it before payment in full of the agreed fee without Endorse Sheet's express permission in writing.
6.3 The Licence only applies for the use as agreed and does not include any form of electronic or other storage.
6.4 The Licence cannot be transferred without Endorse Sheet’ express permission in writing.
7. Promotional use
7.1 Endorse Sheet will at all times retain the right to use the analysis, design, coding, testing of voice services and/or production services related to it in any manner and in any part of the world or the purpose of advertising, promoting our work or other commercial purposes.
7.2 Where Services remain unpaid or in the event that a final agreed payment is not made, Endorse Sheet reserves the right to withhold analysis, design, coding, testing of voice services and/or production services related to it and use all or portions of the finished works for display, promotional or commercial purposes.
8. Payment
8.1 Payment in full of the agreed fee of the Agreed Fee by the client must be made prior to commencement of any services rendered by Endorse Sheet, unless otherwise agreed to by Endorse Sheet in writing.
9. Cancellation & Refunds
9.1 If the Client has paid Endorse Sheet to provide Services on a specified date, the Client may notify Endorse Sheet in writing (during normal business hours) that the Client does not require the Services to be provided on that date (“the cancellation”).
9.2 If notification of the cancellation is provided outside of normal business hours, it is deemed to have been provided at the commencement of the following business day.
9.5 If the cancellation is made within 24 hours of the time at which Endorse Sheet has been engaged to provide the Services, the Client will not be refunded.
9.6 If the cancellation is made while Endorse Sheet is providing Services to the Client, the Client will not be refunded.
9.7 All refunds are to be paid by Endorse Sheet within fourteen (14) days of the cancellation.
14. Client Confidentiality
14.1 Endorse Sheet will keep confidential and will not disclose to any third parties or make use of material or information communicated in confidence for the purposes of the commissioned work save as may be reasonably necessary to enable the rendering of Services to the Client.
17. Client Materials
17.1 All Client Materials used and stored by Endorse Sheet are solely at the Client’s risk and Endorse Sheet is under no obligation to insure any Client Materials. Neither Endorse Sheet nor any of its officers, employees, agents or subcontractors will be liable for any loss, destruction or damage (“Loss”) of the Client Materials other than loss caused by their negligence but any liability for such loss will be limited to replacement of the Client Materials;
17.2 Endorse Sheet will not be liable in respect of any Loss of the Client Materials arising out of the action of any person not employed or engaged by or associated with Endorse Sheet even though such person is present during and involved with the performance of the Services;
18. Client Acknowledgements
18.1 The Client acknowledges and agrees that:
18.1.1 Endorse Sheet will have a lien on Client Materials provided by the Client; and
18.1.2 No rights or title in the Services manufactured, produced, duplicated or otherwise provided by Endorse Sheet will be transferred to the Client until the Client pays the agreed fee due to Endorse Sheet in full.
18.2 The Client acknowledges and agrees that upon payment in full of the agreed fee due to Endorse Sheet, the Client is entitled to receive the finished works, but has no entitlement to the working files of Endorse Sheet.
18.3 The Client acknowledges and agrees that the content, views and opinions expressed in the finished works produced for the Client by Endorse Sheet are solely those of the Client. The finished works are intended to represent the opinion of the Client and in no way reflect the views and opinions of Endorse Sheet, its employees and subcontractors.
19. Use & Accuracy of Services
19.1 The Client acknowledges and agrees that all Services in the form of questions, answers, benchmarks, predictions, feedback, content or responses and interactions therein of any kind made available to the Customer through Endorse Sheet are based on estimates, assumptions and forecasts which may prove to be incorrect; and no assurance is given that actual interview questions, answers, benchmarks, predictions, feedback, content or responses and interactions therein of any kind, will correspond with those contemplated by the various projections provided by Endorse Sheet;
19.2 It is impossible to provide any promise or guarantee about the outcome of Customer's actual interview or related activities. Nothing in these Terms and Conditions or any statements by Endorse Sheet in dealing with the Customer constitute a promise or guarantee. Endorse Sheet expressly disclaims the making of, and Customer acknowledges that it has not received, any warranty or guarantee, express or implied, as to the potential success of the Customer's interview. Any comments about the outcome of the Customer's success are expressions of opinion only.
20. Client Undertakings and Warranties
20.1 The Client must obtain all necessary permissions and authorities in respect of the use of the Materials which are to be used.
20.2 The Client indemnifies and holds Endorse Sheet harmless from any claims or legal actions related to the content of the services provided to the Client.
20.3 The Client hereby indemnifies and holds harmless Endorse Sheet against all loss, damage, costs or expenses suffered or incurred by Endorse Sheet as a result of any breach of clauses 20.1, 20.2
21. Project Delays and Client Liability
21.1 Any estimate of the date by which Endorse Sheet will complete any part of the Services is contingent upon the Client providing complete instructions to Endorse Sheet and fully cooperating with Endorse Sheet until Endorse Sheet has ceased providing Services to the Client.
21.2 The Client must, or appoint a person who has complete authority to, provide instructions to Endorse Sheet and respond to requests for feedback until Endorse Sheet has ceased providing Services to the Client. The Client, or person appointed, pursuant to clause 21.1 must be available to respond to communications from Endorse Sheet on every day which is a business day in New South Wales, Australia.
22. Sub-Contracting
21.1 Endorse Sheet reserves the right to sub-contract any Services that Endorse Sheet has agreed to perform for the Client as it sees fit.
23. Failure of Equipment or illness of Endorse Sheet employees and contractors
23.1 Whilst all reasonable care and preparation is taken while rendering our Services, Endorse Sheet will not be liable for any compensation except for return of any amount paid, should a failure occur in all or any of the electronic equipment used or due to illness of the operators or person(s) employed or engaged by Endorse Sheet or because of an unforeseen event or any dispute regarding the ownership of recorded materials.
24. Right of Refusal or Termination
24.1 Endorse Sheet reserves the right to terminate the provision of Services, if:
24.1.1 Any person(s) employed or contracted by Endorse Sheet is placed in a position where there is an actual or apparent risk of injury; or
24.1.2 there is a risk that any of the equipment used may be damaged.
24.2 If Endorse Sheet terminates the provision of Services pursuant to clause 24.1 then any amount paid by the Client is non-refundable.
24.3 Should any of the circumstances outlined in clause 24.1 occur, Endorse Sheet may seek compensation from the Client for any loss or damage suffered.
25. Limitation of Liability
25.1 The parties acknowledge that, under applicable State and Commonwealth law, certain clauses, conditions, guarantees and warranties may be implied in these Terms and Conditions and there are rights and remedies conferred on the Client in relation to the provision of goods or of services which cannot be excluded, restricted or modified by agreement (“Non-excludable Rights”).
25.2 Except to the extent of Non-Excludable Rights, Endorse Sheet will not be liable for:
25.2.1 Any claim by the Client or any person, including without limitation any claim relating to or arising from all clauses, conditions, guarantees and warranties express or implied, and all rights and remedies conferred on the Client, by statute, the common law, equity, trade, custom, usage or otherwise; and
25.2.2 Any representations, warranties, conditions or agreement made by any agent or representative which are not expressly confirmed by Endorse Sheet in writing, and the liability of Endorse Sheet for any such matters is hereby excluded.
25.2.3 Where (and to the extent) permitted by law the liability of Endorse Sheet for a breach of a Non-Excludable Right can be limited, Endorse Sheet’ liability is limited, at Endorse Sheet’s option, to one of the following:
25.2.3.1 The supply of the service again; or
25.2.3.2 Payment for the cost of having the services supplied again.
25.3 Notwithstanding any other provision, Endorse Sheet is in no circumstance (whatever the cause) liable in contract, tort (including without limitation negligence or breach of statutory duty) or otherwise to compensate the Client for:
25.3.1 Any increased costs or expenses;
25.3.2 Any loss of profit, revenue, business, contracts or anticipated savings;
25.3.3 Any loss or expense resulting from a claim by a third party; or
25.3.4 Any special, indirect or consequential injury, loss, damage or expense whatsoever and howsoever arising.
26. Force Majeure
26.1 If Endorse Sheet cannot carry out an obligation under the Contract either in whole or in part because of anything outside its reasonable control, including without limitation, fire, flood, storm, earthquake, explosion, accident, road or rail closures, rail derailment, wharf delays, war, terrorism, sabotage, epidemic, quarantine restriction, labour dispute or shortage, act or omission of any third person or public authority, then Endorse Sheet’ obligations under the Contract will be suspended for the duration of the event or waived to the extent applicable.
27. Legal Costs
27.1 The Client will be liable for any legal costs incurred by Endorse Sheet in the recovery of unpaid invoices on an indemnity basis.
28. Other Matters Which Affect the Contract
28.1 The laws of New South Wales, Australia apply to the Contract and the Client must bring any proceedings against Endorse Sheet in a New South Wales Court of Australia.
28.2 If a condition or part of a condition is unenforceable, it must be severed from the Contract and does not make the rest of the Contract unenforceable.
28.3 Endorse Sheet is not bound by any waiver, discharge or release of a condition or any agreement which changes the Contract unless it is in writing and signed by or for Endorse Sheet.
29. Amendment
29.1 Endorse Sheet reserves the right to amend these Terms and Conditions at any time. All Posts
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