Terms & Conditions

Terms & Conditions of Trade

Version: February 10, 2020

 

1. Preamble

For the purposes of these terms and conditions:

You means our Client or an authorised agent thereof.

We, Us and other associated words means Push Consulting (ABN 59 013 343 894).

You are hiring us to execute the project as per our scope of work and accompanying quotation as authorised by yourselves in writing or via email. This is the Project (project) and/or Services (services).

 

2. Obligations & Authority

2.1 Client Authority

Signing off on our Proposal or Quotation constitutes a purchase order and acknowledges that you agree:

1. That you have the power and ability to enter into this contract on behalf of your company or organisation.
2. To provide us with everything that we will need to complete the project — including text, images and other information — as and when we need it and in the format we ask for.
3. To review our work, provide feedback and approval in a timely manner.

 

2.2 Deadlines

We will use reasonable commercial endeavours to deliver the Services in accordance with any time stated to the extent that it is within our control to do so (or if no time is specified, within a reasonable time), but unless otherwise agreed in writing, we do not guarantee any timing estimates provided and will not be in breach of our obligations if we fail to meet any such timelines.

You must provide us with all material required by us for development of the project (Your Material) within the timeframes that we specify. If you fail to provide Your Material within any timeframe we have requested, the timing of our provision of the Services may be delayed, and in some cases may require payment of Additional Fees. Your Material must be provided in a form suitable for incorporation into the website without the need for any modification by us.

The turnaround time estimated in the quotation commences once we have received the deposit.

 

2.3 Client Dependencies

If any aspect of this project is dependent on a third party or your own in-house team, the punctuality of the project completion may be subject to that party's ability to meet the required timelines. We are not responsible for any delay or defect caused by separate third party involvement or your own in-house team(s), including (but not limited to) contractors or subcontractors whose services you engage.

It is your responsibility to ensure that any resources or training have been arranged with third parties prior to the project deadline date. This includes (but is not limited to):

1. Training on how to upload or update data in 3rd party systems or workflow platforms.
2. Creation and/or setup of accounts or engagement of external contractors to perform services such as e-mail setup, DNS re-delegation or other infrastructure services.
3. Availability of content such as text, photographs or videos from 3rd party suppliers.

 

2.4 Documenting Functional Requirements

If you have specific functional requirements, it is your responsibility to document them in detail and provide them to us in written form prior to approving this quotation. If you need help documenting your requirements, or require us to do analysis on your current project provision, we can assist you on an hourly basis charged at an agreed rate, confirmed in writing, prior to commencement.

Any undocumented functionality is implemented at our sole discretion in a manner deemed satisfactory by us. Variations post-commencement are permitted, but will be quoted as separate work.

 

2.5 Opening Hours & Response Time

Our office hours are 9am to 5pm, Monday to Friday, and we are closed on public holidays in WA and NSW in Australia.

While we will make every effort to reply to requests within 2 business days, we cannot guarantee any response within a given time frame.

 

3. Confidentiality

During the term of this agreement, and at all times following the termination of this agreement, each party must not, and must ensure that their employees, agents and contractors do not:

• disclose the Confidential Information of the other party to any third party
• use the Confidential Information of the other party for its own benefit or for the benefit of anyone else, or
• otherwise appropriate or copy the Confidential Information of the other party.

 

4. Design

4.1 Revisions

Dependent on the nature of the project we will create supporting materials in the form of (but not limited to) flowcharts, wireframes design concepts for the look-and-feel, layout and functionality of your project. This quotation includes provision for one main iteration plus the opportunity for you to make up to two rounds of revisions. If you are not satisfied with the designs at this stage, you may either terminate the project (and we retain your deposit), or you may commission us to make further design revisions at the hourly rate agreed.

 

4.2 Concept Approval

Once the design and or structural concepts have been approved, these will be used to create the final project. Changes to the approved design after this development phase will attract additional fees at the hourly rate detailed in the Pricing Schedule.

 

5. Client Contact

5.1 Feedback & Change Requests

We require you to give any feedback or make any requests in writing so we can keep track of changes.

We will, where appropriate, provide a technical perspective on changes or revisions you request. It is your responsibility to ensure that all relevant stakeholders understand the impact of the requested changes, and to inform us of their acceptance of our formal recommendations regarding the implementation of those changes.

 

5.2 Point of Contact & Authority

You will provide a single point of contact during the project for clarifying requirements for all issues, including (but not limited to); design, key features, usability and maintenance issues. We require this person be available to answer questions arising from the project in a timely fashion, and we expect that this person will have the authority to make design and related decisions about the project.

If a directive from our point of contact is reversed or is otherwise overruled (eg. by a superior or committee), we will consider that reversal to be a round of revisions. If you have already approved design concepts and this approval is revoked or invalidated by changes you request, we will charge you at the agreed hourly rate for any further changes as detailed in the Pricing Schedule..

 

6. HTML and CSS layout templates

If the project includes HTML markup and CSS templates, we'll develop these using HTML5 and CSS2.1 and CSS3 for styling, unless we otherwise advise in writing. The landscape of web browsers and devices changes regularly and our approach is to look forward, not back. With that in mind we will test all our markup and CSS in current versions of all major desktop and touch browsers to ensure that we make the most of them. In some cases, functionality supported by one browser or device will not be available on another — in any case, users of older or less capable browsers or devices will enjoy a functional (but degraded) experience.

We will not test or otherwise provide support for abandoned, or marginal or browsers or browser versions. For the sake of clarity these are defined as follows:

1. Abandoned browsers are either no longer supported by their manufacturer or no are longer receiving regular security updates.
2. Old web browsers cannot be easily installed on a consumer operating systems released in the last 5 years
3. Marginal web browsers are browsers with an individual market share of less than 2% according to global data provided by StatCounter's Global Stats (http://gs.statcounter.com ) for the month this quote was issued.

If you need us to test in and support these older browsers, we will charge you at the agreed hourly rate for any necessary additional design work, development and testing.

 

7. Content

7.1 Text / Copy

You must provide us with copy in an electronic format with structured, readily extractable text. Scanned printouts are not acceptable. Any time we spend re-typing scanned printouts or printed text will be charged at the agreed hourly rate.

We are not responsible for writing or otherwise providing any textual content unless we have specified it in the quote.

If you do need copywriting services we can supply creative copywriting services based on the submittal and approval of an additional quote.

 

7.2 Photographs

You must supply us photographs in a digital format at a resolution we deem suitable for use which we will confirm with you.

If you choose to buy stock photographs we can suggest vendors of stock photography from whom you can obtain licensed stock imagery. We can also help you search for stock imagery - any time we spend searching for appropriate photographs or graphics will be charged at an agreed hourly rate.

If you need bespoke photography services, we can put you in directly touch with a suitable photographer - or we can manage the process ourselves based on the submittal and approval of an additional quote.

We are not liable for any copyright infringement issues or losses thereof as a result of the publication of materials that infringe copyright or are deemed illegal in any state or country worldwide (see 9.1, 12.3).

 

7.3 Branding Resources

You must supply us with copies of your current logo in a vector format (.ai, .eps or .pdf format), along with electronic copies of either your branding guidelines (if available), and/or electronic copies of representative samples of artwork that are either currently in use, or are the final approved designs from your branding agency. In any case, the materials you provide us with should accurately depict your brand.

If you need creative services to help develop, revise or otherwise change your branding - or we can manage the process ourselves based on the submittal and approval of an additional quote.

 

7.4 Third Party Data (where applicable)

You must provide us with any necessary data, via the data sources described in the quotation. It is your responsibility to ensure the availability of this data source in a format specified by us in the quotation.

This is an automated process, and beyond the initial setup and testing we won't manually insert, update or delete data.

If you require existing data to be loaded or transferred from another website or database we can manage the process ourselves based on the submittal and approval of an additional quote.

Any problems with the data you provide are also your responsibility, and we will charge you at an agreed rate if we must remove duplicates, correct inaccuracies or otherwise massage the data you provided. There will also be some limitations on the nature and quantity of the imported data, depending on format.

 

8. Change of Specification

Our quoted prices are based on an agreed set of parameters and/or functionalities designed to meet the objectives of the brief as described in the accompanying functional specification document.

If you do want to change your mind, modify or augment the project specifications, that won't be a problem we'll negotiate a fixed-price quotation with you before proceeding with the extra work.

We understand from experience that fixed-price projects are rarely beneficial to you, as they often limit you to your first idea about how something should look, or how it might work. We don't want to limit either your options or your opportunities to change your mind.

 

9. Intellectual Property, Copyright & Ownership

9.1 Supplied Content

You guarantee to us that any elements of text, graphics, photos, designs, trademarks, or other artwork that you provide us for inclusion in the web site are either owned by your business, or that you have permission to use them. If you have an existing website, we will assume that any content on that website is owned or appropriately licensed for use on your new website, unless you explicitly notify us otherwise.

Any content that

1. you provide to us as part of your project; or

2. you use within the project

does not change ownership, and any licenses that apply to that content remain unchanged.

For the purposes of this clause, "content" in this context means any text, imagery, video, sounds, and other structured or unstructured data used within the project.

If at any time in the future you cease to use either our or our sub-contracting providers software and hosting services as soon as your account is settled in full we will provide a handover of any data we have on-hand. This generally takes the form of a database dump and a .zip file of your website's files with our backend code files redacted. If you would like us to provide your data in another format, we are happy to help - but please be aware that any such request will involve work on our part that will be charged at an agreed rate.

 

 

9.2 Ownership ON COMPLETION

When we receive your final payment, you own:

1. The Intellectual Property Rights (IPR) as applicable to your project.
2. A perpetual, non-exclusive license to use any HTML, CSS and Javascript code generated in the course of the project for the duration of your service with us.

You do not own:

1. Either our or our sub-contractors Background Project Intellectual Property.
2. The server-side code that comprises any online hosted backend (eg; Websites, WebApps and Apps) and Content Management Systems used in your project - this is licensed to you for use only on this project.
3. Any HTML markup, CSS and Javasacript code generated in the course of the project - this is licensed to you for use on only this project.
4. Any discarded design concepts, mockups or sketches created in the process of working on this project.
5. Intellectual Property Rights relevant to the project and already owned by us on the date of signature of this agreement.

You acknowledge that we are free to reproduce, use, disclose, display, exhibit, transmit, perform, create derivative works and distribute any item relating to or arising from performance of the Services unless we agree otherwise in writing. You will not in any way do, carry out or perform any act that compromises or infringes our Intellectual Property Rights.

You must not print, publish or distribute any draft files or documentation that we provide to you, unless we otherwise authorise you in writing. You may not reproduce, publish or distribute the deliverables (or any other work that we have provided for you) to anyone in any place or in any manner other than that which we produced the work for you (except for the Project IP after you have made final payment).

If we transfer the Project IPR or other Intellectual Property Rights to you, then we will have a perpetual, irrevocable licence to the use of the relevant Intellectual Property Rights unless agreed otherwise in writing. For the avoidance of doubt, Project IPR or other Intellectual Property Rights that we have agreed to transfer to you does not include any licences (such as image licences) or other Intellectual Property Rights that we are not able to assign.

 

If during the course of providing the Services we develop, discover, or first reduce to practice, a concept, product or process which is capable of being patented, then such concept, product or process will remain our property and you must not use or otherwise appropriate such property without first obtaining our written consent.

We accept no liability for undertaking any legal searches that may be required in relation to the Services. We highly recommend that you seek independent legal advice in relation to any content that will be used in a deliverable.

 

9.3 Right of Attribution

We are very proud of our work, so we reserve the right to display and link to your completed project as part of our portfolio in both print and online media globally.

Your website will display a small acknowledgement to Us in an unobtrusive location (normally in very small text at the bottom or rear of a project).

 

10. Hosting

10.1 Security

Although we make every effort to provide a secure hosting environment, due to the nature of rapidly advancing technology, we can in no way guarantee that online hosted project(s) will not be subject to security breaches. You agree to exercise due care in ensuring that any usernames, passwords or other authentication information is not disclosed to 3rd parties.

You should also take measures to avoid uploading or collecting any sensitive or confidential information.

You agree to not use the website to collect potentially confidential or sensitive information from visitors to the website. Sensitive information includes, but is not limited to, bank account details, credit card numbers, dates/places of birth, drivers license numbers, tax file numbers, medicare numbers and debit card numbers.

We are not liable for any breaches of GDPR regulations, issues or losses thereof, direct or third party as a result of any aspect of the operation of any Project or Service contract.

 

 

10.2 Hosting Services

Unless it is specifically listed in the quotation, we do not provide hosting services beyond hosting your website/app.

This means that we do not host or manage e-mail accounts, DNS, video/audio streaming or other services. We generally recommend that your in-house IT team or a dedicated IT contractor handles these matters, as they are better placed to respond to your current and future requirements.

 

10.3 Acceptable Use Policy & Terms of Service

Hosting of your website or web app based project is subject to our acceptable use policy which prohibits the use of our projects and services for anything illegal, or to harass, threaten, impersonate or otherwise cause distress and only permits the collection, storage and usage of data within GDPR regulations.

 

10.4 Search Engine Indexing & Optimisation

On launch of websites, we submit indexing requests to major search engines, and the website backend automatically maintains sitemap.xml files used by some search engines. Other features, such as the ability to set description and keyword META tags, are also available for you to maintain.

Search Engine Optimisation (SEO) is not part of the quoted cost, as it is not a service we offer. We make no guarantees regarding your website's position in search engine query results, since the mechanisms that underlie search rankings vary between search engines, and are subject to change over time.

If you engage the services of a 3rd party SEO or other consultant, we're happy to work with them to implement any website changes or updates they recommend based on approval of a seperate quotation.

 

11. Backups and Data Storage

We maintain internal backups of active project code and design files, as well as hosted websites, web applications and their data. While we take commercially reasonable steps to ensure the integrity of your data, we do not provide a long-term archival service, and you must keep your own records and copies of content, copy, photographs and other data that you upload to the website.

We are not liable for any issues or losses thereof, direct or third party as a result of loss or damage to material either physical or electronic held in our possession as part of the execution of a Service or Project.

 

12. The Small Print

12.1 Your Responsibilities

You alone shall be responsible for:

1. the accuracy and adequacy of information and data you provide to us
2. any use made by you of the output of the project (ie. your website) or any reliance on it
3. the continued operation and maintenance of any ancillary equipment: computer equipment and third party software used with the finished product(s), and shall comply with all operational, environmental and
4. maintenance recommendations and requirements of the applicable licensors, vendors and manufacturers.

 

12.2 Bug fixes & ongoing maintenance

We will provide bug fixes for any bugs or issues included in the scope of this quotation reported within the grace period of 30 days following the date of project completion as defined by clause 13.3 of these terms and conditions.

Design and the placement, editing and arrangement of content are NOT subject to warranty . Should further support be necessary, we would be more than happy to negotiate a support contract.

Maintenance to ensure compatibility with external platforms including (but not limited to) developments in and corresponding requirements of Operating Systems (OS), Browsers and hardware are not included in the project scope.

We have an ongoing range of technical support options and are happy to provide additional quotations for ongoing support needs if required.

 

12.3 Warranties and indemnities

You warrant that all work and materials provided by you (including your Background IPR, photographs, illustrations, video, fonts, media and software) will be free and clear of all liens and encumbrances and may be lawfully used by us without infringing upon the rights of others including, and without limiting the generality of the foregoing, any copyright, trade secret, patent or trade mark rights of any

third party.

You acknowledge that you have not relied on any advice, representation or warranty given or made by us in connection with the Services and which is not expressly stated in this agreement.

Online projects depend on a large number of 3rd party factors that are not under our control, we can't guarantee that the functions contained in any webpage or application templates or in a completed web site will always be error-free.

To the extent permitted by law, all warranties, conditions and representations by us are excluded, and neither we nor any of our officers, employees, agents, sub-contractors or related bodies corporate will be responsible or liable in any way (including for negligence) for any loss, damage, liability or costs incurred, suffered or sustained by you or claims made against you, and you agree not to make any claim against us, due to or arising out of our provision of the Services. If a term is implied by law into this agreement and the law prohibits provisions in a contract excluding or modifying liability under that term, then such term will be included in this agreement. However to the extent permitted by law, our liability for breach of such term will be limited, at our option, to one or more of the following:

1. the supply of the Services again,
2. payment of the fair market cost of having the Services supplied again.

 

Without limitation, we will under no circumstances be liable for any indirect or Consequential Loss you suffer.

You indemnify and hold us harmless in respect of any and all claims, loss or damage of any kind whatsoever (including legal costs and disbursements on a full indemnity basis), arising directly or indirectly out of any:

1. act or thing done by us in good faith and purportedly pursuant to a right granted to us under the provisions of this agreement
2. actual or alleged infringement of third-party trade mark rights
3. breach by you of any of the terms of this agreement, and
4. material or Content that we post on your behalf.

 

12.4 3rd Party Services

3rd party functionality is any element of the proposed website provided by another business or organisation. These include, but are not limited to:

1. Google Web Fonts, Google Maps, Google Streetview, Google Translation
2. Bing Maps, Bing Translation
3. "Add This", "Share This" and "Translate This" buttons or widgets provided by 3rd parties
4. Embedded videos, video players or other embedded media players provided by 3rd parties
5. Operating Systems (OS) platforms and hardware

 

Where 3rd party services are used to provide functionality to your website (Google Maps, for example), we do not warrant the suitability or availability of this functionality. 3rd party functionality is included as-is, with no warranty of any kind, and may be changed or discontinued without notice by the relevant 3rd party at its sole discretion.

If your website requires alteration to remove or replace functionality that has been changed or discontinued by a 3rd party, the work will be billed to you at the rate outlined in the Pricing Schedule.

We may develop websites and other digital properties using an open source software platform, or using a licensed software platform. In either case you will be bound by the terms of that licence. You may be required to pay a one off or ongoing licence fee, which we may invoice you.

It is your sole responsibility to ensure that projects with any terms and conditions or acceptable use policies required by any relevant 3rd party service provider, including (but not limited to) observing rate limits and usage quotas. The providers of these services may also impose limitations on your use of the 3rd party service(s).

 

12.5 Non-Solicitation

You must not during the term of this agreement, or for a period of 12 months following completion of any Services that we undertake for you:

employ, contract or hire the services of any of our employees, sub-contractors, agents or other personnel, or induce or attempt to induce any of our employees, contractors, agents or other personnel to terminate their agreements or contracts with us.

 

13. Payment Terms

Any invoices arising from work on this project will be invoiced to You as The Client.

Any discounts, rebates or other payment arrangements arranged with a 3rd party regarding the quoted work do not in any way alter your obligation to adhere to these terms. If you have negotiated with a 3rd party to have invoices paid in your stead, then commencement of work and the launch of your website is contingent upon that 3rd party's payment.

 

13.1 Deposit

A deposit of 50% of the agreed quotation cost is required before commencement of work. Any turnaround times quoted in this or other correspondence commence from the date we receive cleared payment of this deposit. This deposit will be invoiced to You as The Client.

 

13.2 Project launch

Before a project can go live which may include (but is not limited to) handover of strategy, website or web app 'go-live' of physical print, production and delivery, we require cleared payment of any unpaid invoices issued to you relating to this project, including hourly fees billed per the Pricing Schedule. Please bear this in mind when planning activity which may depend on delivery of project media.

 

13.3 Project Completion

The project is deemed to be complete, and any outstanding invoices payable either:

1. When we are instructed to sign off on the project, whereupon cleared payment of the balance the agreed quotation value and any additional invoices arising from additional work are payable prior to website launch, or
2. If you have not responded to our requests for feedback or approval for a period of 21 days, then the project is deemed to be abandoned. Projects abandoned by you without prior notice are considered complete, and any additional invoices arising from ad-hoc, unquoted work are also payable. Project abandonment in no way releases you from your obligation to pay invoices within our trading terms of 30 days.

 

13.4 Project Cancellation

If you choose to cancel the project, we will retain your deposit, as well as any Intellectual Property Rights arising from work carried out to-date. You will also be invoiced for any ad-hoc work undertaken.

Project cancellation in no way releases you from your obligation to pay invoices within our trading terms of 30 days.

 

13.5 Recurring Costs

Any recurring costs quoted in our quotation will be billed at the interval described, or commencing on the 1st day of the calendar month following project sign off. Ongoing costs are paid in advance, and are non-refundable in the event you cancel your service with us.

Dependant on the Service / Project supplied and as outlined in either the Proposal, Quotation or addendum, Website/application hosting/management and software licensing fees may invoiced to you by contracted third party suppliers. Outstanding invoices from this entity will, for the purposes of this document, be considered outstanding invoices relating to our services to you.

 

13.5 Late payment

The client is liable and must pay on demand:

On accounts which fall in arrears the client is liable to and must pay on demand:

1. an administration charge of not less than $50.00 (Ex. GST) on any monies outstanding beyond our standard 30 day trading terms as set out in this contract.
2. Interest on any monies not payed by the agreed due date at a rate of 4% above the then prevailing official cash rate as set by the Reserve bank of Australia
3. The client is responsible to pay all legal fees incurred by Push Consulting in making demand for the payment of accounts due even if those suppliers do not represent Push Consulting in subsequent proceedings.

 

14. Force majeure

Push Consulting shall be under no liability if we are unable to carry out the contract for any reason beyond our control including (without limiting the foregoing);

1. Act of God
2. Legislation
3. War, terrorism, riots, and other forms of civil disorder.
4. Extreme weather conditions, such as bush fires, hurricanes, floods and tornadoes
5. Failure of utility supply
6. Lock-out
7. Labor strikes, unionisation and other major employee actions.
8. Natural phenomena, such as volcanic eruptions, earthquakes, wildfires, and mudslides.
9. Limitation or elimination of transportation options, such as grounding of aircraft, train derailment, or major changes in transportation availability.
10. Epidemics, pandemics, and other significant medical or disease situations.
11. Suspending of trading in the stock markets or other major economic circumstances.
12. Changes in legal requirements making performance of contract requirements challenging or impossible.
13. Changes in availability of raw materials.

 

15. Anti Bribery

All contracted parties shall:

1. Comply with all applicable laws, statutes, regulations and codes relating to anti-bribery requirements and
2. Have and maintain in place throughout the term of this Agreement, policies and procedures to ensure compliance with the Relevant Requirements; and
3. Promptly report to Push Consulting any request or demand for any undue financial or other advantage of any kind received it in connection with the performance of this Agreement; and
4. Ensure that any associated person performing services or providing goods in connection with this Agreement does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the parties this clause.

 

16. General

All notices and consents required or permitted to be given under this agreement must be in writing and given by personal service, pre-paid postage or a facsimile transmission at the addresses of the parties set out in this agreement or to such other address as either party may designate to the other by written notice.

You must not assign or otherwise transfer any rights or obligations of this agreement without our prior written permission.

If we do not act in relation to a breach by you of this agreement, this does not waive our right to act with respect to that or subsequent or similar breaches.

Nothing stated in this agreement constitutes you and us as partners, or creates the relationship of employer and employee, master and servant or principal and agent between the parties. Neither party has authority to make any statements, representations or commitments of any kind, or to take any action which shall be binding on the other party, except as expressly provided in this agreement or authorised in writing.

 

We may appoint sub-contractors to perform Services under this agreement without your prior written consent.

If any provision of this agreement is held to be invalid in any way or unenforceable, the remaining provisions will not in any way be effected or impaired. This agreement must be construed so as to most nearly give effect to the intent of the parties as it was originally executed.

This agreement is governed by the laws of Western Australia and the parties submit to the non-exclusive jurisdiction of the courts of those States.

 

17. Definitions

1. Background IPR means IPR (Intellectual Property Rights ) in any material, in which a party or a third party holds Intellectual Property Rights and which is made available by a party for the purpose of this agreement before, on or following the commencement of this agreement, and includes material specified in the Proposal, or derivatives of that material where such derivative work cannot be used without infringing the IPR in the underlying material.
2. Confidential Information means all information that is not generally known by the public and includes, but is not limited to, inventions, discoveries, trade secrets, and know how, computer software code, designs, routines, technical information, algorithms, and structures, product information, research and development information, financial data and information, passwords, business plans and processes, any search engine optimisation methods and techniques, any quotations, scope of works documentation and any other information belonging to either party and which either party learns of by virtue of this agreement.
3. Consequential Loss includes, but is not limited to, loss of use, lost production, lost income or profits, loss of opportunity, lost savings, increased or wasted expenses, delay or lost time, loss of or damage to goodwill, increased operating costs, wasted or increased financing costs, loss of or damage to data or records, loss of or unavailability of or damage to tangible or intangible property, claims made against You The Client by others, losses or costs or expenses associated with identification, investigation, assessment, repair, replacement or servicing and any other economic loss or damage and any other special, indirect or consequential loss or damage.
4. Design & Rollout Costs are the costs set out in the Project Quotation document.
5. Scope Of Work documentation means any documentation detailing your functional requirements that has been submitted to us prior to the issue of this agreement.
6. Intellectual Property Rights or IPR means all intellectual property rights, including but not limited to the following rights:
7. patents, copyright, rights in circuit layouts, plant breeders rights, registered designs, trademarks, computer software, and any right to have confidential information kept confidential; and
8. any application or right to apply for registration of any of the rights referred to in paragraph (a).
9. Pricing Schedule is the schedule of costs set out in the Project Quotation document.
10. Project IPR means IPR that arises during and as a result of carrying out the Services, and includes the graphics and other visual elements that we create for you for this project, text content, photographs and other data you provided, unless someone else owns them; however it does not include our Confidential Information or our Background IPR.
11. Recurring Costs are the costs set out in the Project Quotation under the heading "Recurring Costs".
12. Services means the itemised services set out in the Project Quotation under the heading "Services".