TERMS OF USE

These terms and conditions set out the basis on which Modd Pty Ltd ABN: 40 163 345 355 (Modd, we, or us) agrees to provide our services to you/your business, including creating a website using the Udo software or any other services, such as app development.

1. Start of work
   We will only start work once we have received your request for services in a completed sign-up form and any relevant up-front fee payment, which will be detailed in your proposal/ sign-up form.  We reserve the right not to accept your request for services entirely within our discretion and will notify you if this is the case.
2. Fees and Payment
   1. Up-front fees: Payment of the up-front fee for your website package also initiates the commencement of the monthly fee from the first day of the next month in accordance with clause 2.2.
   2. Monthly/Yearly Fee: The amount of the monthly/yearly fee will be set out either in your proposal received or via a sign-up form and will be determined by the combination of services that you choose to buy from us.  The monthly/yearly fee is payable monthly/yearly in advance and will be automatically deducted on the payment date, which is the first day of the month/year.  We do not accept pro rata payments, so depending of the timing of the payment of your first monthly/yearly fee you may not receive a full month’s/year service before the next monthly/yearly fee will be due. If you subsequently decide to buy further services from us with additional monthly/yearly fees then we will notify you of this in writing and add the additional fees into your monthly/yearly payment.
   3. Payments: We only accept payments via credit card or other payment methods agreed with us. It is your responsibility to ensure that we have correct and up to date credit card details and that there are sufficient funds to cover our monthly fee.  If the monthly fee owing to us is not received by us on the payment date (for example if the payment is declined by your credit card provider) then we will suspend providing our services to you.  If you have used our services for the creation of a website or any other service we provide, this will mean that, unless and until payment is made:
      1. your website or will become unavailable to the public;
      2. the service we provide to you will not be available to you;
      3. you will not have access to the administration section of your website; and
      4. if we host your email, your email accounts will not work.
   4. Fee changes: We may change our pricing at any time by giving you 30 days written notice.
3. Content and operation of your website
   1. You must provide us with the content for your website in the format we specify.
   2. You are entirely responsible for the content on your website.  Accordingly, you represent and warrant that your content and/or website;
      1. does not infringe any relevant laws or regulations; and
      2. does not infringe the intellectual property rights of any third party,
      3. and you indemnify us, our employees and directors against any direct liability, loss or expense resulting from a breach of these representations and warranties.
   3. You acknowledge and agree that it is your responsibility to include any necessary terms of use and privacy policy/data collection statement on your website or app.
   4. If traffic to your website exceeds your monthly traffic allowance, you acknowledge and agree that we will charge you the monthly fee relevant to the actual level of traffic to your website.
   5. If your website or app becomes blacklisted (for example by a search engine) for any reason and this impacts other websites on our hosting platform then we reserve the right to suspend your website or app from our hosting platform until such time as we are satisfied that any such issues have been resolved.
   6. You must not upload any viruses or malicious code to your website or app.  If your website or app experiences issues caused by any virus or other form of attack (for example, a denial of service attack) then we reserve the right to suspend your website or app from our hosting platform until such time as we are satisfied that any such issues have been resolved.
   7. If we receive any notification from a third party that any content on your website or app infringes the intellectual property rights of a third party then we will notify you and you must remove that content from your website or app until such time as the issue is resolved. If you do not remove the relevant content then we will suspend your service until such time that we are satisfied that any such issues have been resolved.
4. Intellectual property in the Udo software and functionality of the Website
   1. You retain all ownership in the content that you provide to us for your Website or that you add to your Website yourself.  You acknowledge and agree that all intellectual property in the Udo software (including without limitation all copyright subsisting in the software code) and functionality remains the property of us.  Subject to the terms of this agreement, we grant you a non-exclusive licence to use the Udo software for the term of the agreement between us.  You must not sub-licence the Udo software to any third party except with our express written consent, or do anything which is inconsistent with our intellectual property rights in the Udo software, such as copying or reselling the Udo software.
5. Cancellation and refunds
   1. Cancellation by you prior to commencement of work: We will refund to you your initial up front fee (except for $ 280 that we retain to cover administration and set up costs) if:
      1. you provide us with written notice of cancellation within 30 days of us receiving your initial up-front fee; and
      2. you have not provided us with any content for your website.
      We do not provide refunds of the up front fee in any other circumstances.
   2. Cancellation by you at other times: You can cancel the services from us at any time by emailing us at accounts@modd.com.au.  If your notice is given less than 14 days prior to the next billing date then your monthly fee will still be payable for that month.  We do not provide pro-rata refunds of the monthly fee.
      1. Cancellation by us: We may suspend or cancel the services we provide to you:
         1. immediately on written notice if you are in breach of any of these terms of service; and
         2. at any other time by giving you 30 days written notice.
   3. Cancellation for Digital Marketing Services purchased - Where a contract is signed and agreed on for our Digital Marketing Services we will require 3 months notice in advance of cancellation date in writing to accounts@modd.com.au. We do not provide pro-rata refunds of the monthly fee.
      1. Work above the original contract services agreed upon whether verbally or by email requires a cancellation notice of 21 days in advance of billing date in writing to accounts@modd.com.au.
   4. Effect of cancellation: The Udo software sits on the Modd servers and therefore websites and apps created using the Udo software will not be able to be exported from the Modd environment on termination or cancellation.  Whilst your website is still active, you will be able to remove any content from your website for future use.  We will retain a copy of your website for 90 days after cancellation of your service, after which time it will be deleted.
   5. If Modd chooses to completely cease its business we will allow you to export your full website including the software code to allow it to be transferred to another provider.  For the avoidance of doubt, this clause will not apply where Modd sells or otherwise transfers its business to another party.”
6. Limitation of liability
   1. In no event shall we be liable for any loss, damage, claim, expense, cost or liability arising from, or relating to, your use or non-use of the Udo software or any other work we do for you, save and except where we are liable by reason of a breach by us of any non-excludable condition, guarantee, warranty, right or remedy conferred on you, or implied by the Australian Consumer Law.
   2. If we breach any condition or warranty implied by which we have not or cannot exclude, our liability will (where permitted) be limited to, at our option:
      1. in the case of the supply of goods – replacing or repairing the goods or supplying equivalent goods, or paying the cost of replacing or repairing the goods or of acquiring equivalent goods; and
      2. in the case of the supply of services – supplying the services again, or paying the cost of having the services supplied again.
7. Governing law
   These terms of service and any agreement between us created by them are governed by the laws in force in Victoria, Australia.  Each party submits to the non-exclusive jurisdiction of the courts of that place and the courts of appeal from them.

Further terms for additional work

1. If you ask us to undertake any custom design or other additional work, we will provide you with a quote for such work, including a payment schedule.
2. We will not carry out any additional work unless and until we have your agreement to the quoted cost and payment schedule.
3. If you do not make payment for the additional work in accordance with the agreed payment schedule then we can cancel our services under clause 5.2.2 of our General Terms of Service.

Further terms for the purchase of domain names

1. We may offer you the use of our portal to purchase domain names.  You acknowledge and agree that any domain names that you purchase through the portal are your property and responsibility.  We are not responsible for any administration (including without limitation renewals) for any domain names you purchase through the portal.