This version replaces all previous versions. Last updated October 23, 2020.
Welcome to www.rosso-digital.com or its variations www.rossodigital.com, www.rosso-digital.com.au, www.rossodigital.com.au (our Site).
Our Site gives you an opportunity to browse and contact us about (digital) marketing services offered by Rosso Digital (ABN 68 674 514 520).
These Terms and Conditions (Terms) govern your use of our Site as well as provide a framework for any services provided to you by Rosso Digital (hereinafter “Rosso Digital”, or “we” or “us”) and form a binding contractual agreement between you and us.
These Terms are important, and you should ensure that you read them carefully and contact
Rosso Digital at [email protected] if you have any questions before purchasing or engaging in our services. These Terms, along with any statement of works and accepted quotations relating to your engagement of us for a specific project, constitute the entire and only agreement between you and us and supersede all prior agreements, conduct, representations and understandings, unless where an amendment of these Terms has been specifically agreed to by both parties. Rosso Digital services are intended for people aged 18 and over.
ACCEPTANCE OF TERMS
- By accessing or using the services offered on our Site or offline, by accepting a proposal, or by paying an invoice, you agree to be bound by these Terms, which you acknowledge that you have read and understood.
- We may change all or part of these Terms at any time. If we do, the new terms and conditions will be posted on our Site. Your continued use of the Site and our services will constitute your acceptance of any changes. If you object to any changes to the Terms, your only remedy is to contact us at [email protected] and immediately discontinue your use of the services.
- All Rosso Digital services are intended as general suggestions for your business. Nothing on our Site, or any of the content provided to you by us during our provision of services, purports to offer legal or other professional advice outside the scope of our expertise. Always use caution when making business decisions and when unsure always seek further professional advice before acting on any information that we provide.
- You acknowledge and agree that Rosso Digital, its directors, principals, employees and representatives are not responsible for decisions that you may make, based or not based on suggestions we make, nor losses that may arise out of any business or personal decision made by you at any time.
- Rosso Digital provides support, guidance and tools for you to set goals, determine priorities and achieve results, but any decision you make, and the consequences that flow from such decisions, is your sole responsibility. Your success depends on many factors, including (but not limited to) your dedication, desire, and motivation.
- Any testimonials and examples within our marketing materials are not to be taken as a guarantee that you will achieve the same or similar results.
EARNINGS AND INCOME DISCLAIMER
- Rosso Digital cannot and does not make any guarantees about your ability to get results or earn any money with our ideas, information, tools, strategies, suggestions, or products. You acknowledge that there is an inherent risk in any business enterprise or activity and agree there is no guarantee that you will earn any money as a result of your purchase of our products and/or services.
- Any suggestions referenced by us on the Site, in our videos, forums or during the provision of our services are illustrative of concepts only and should not be considered as promises for actual or future performance.
TERMS PERTAINING WEB DESIGN SERVICES & CYBER SECURITY
- By default, Rosso Digital only provides web design services as opposed to web development or web hosting services. Third-party plugins, themes, or other tools may be required to achieve your desired look, feel and functionality. Rosso Digital takes no responsibility for, and will not be liable for, the performance and security of any third-party products. Every effort is made to design a website according to the latest design and security standards, however, Rosso Digital takes no responsibility for, and will not be liable for, the performance, stability, or security of your website, your cyber security in general or any data stored in/on your website, servers, or elsewhere.
- Whilst Rosso Digital may, from time to time, encourage you to improve certain aspects of your cyber security as our commitment to your success, Rosso Digital does not provide cyber security or web(site) infrastructure services or advice. As with all other suggestions and services provided by Rosso Digital, Rosso Digital cannot and does not make any guarantees about suggestions provided whilst we are looking after your web design requirements or after we have completed our works. You acknowledge and agree that Rosso Digital, its directors, principals, employees and representatives are not responsible for suggestions or advice that you may or may not take nor any resulting losses. The final responsibility over your cyber and website security lies with you.
- In order for Rosso Digital to provide you with the services required we may ask you to share login details and/or provide us with our own login details for your website and other platforms. Rosso Digital discourages the transmission of login credentials via any plain text communication such as (but not limited to) email and text messages. Where credentials have to be transmitted, we ask that you share them in a secure way such as (but not limited to) a password vault software of your/our choice. Every effort is made to keep credentials safe, however, Rosso Digital takes no responsibility for, and will not be liable for, security breaches beyond our control, unless such breaches are caused by the gross negligence, wilful misconduct or fraud of Rosso Digital, its directors, principals, employees or representatives.
- You are responsible for maintaining your own backups with respect to your website and databases and we will not be liable for restoring any client data or client websites.
- Every effort is made to keep your website up and running smoothly whilst we are working on your web design requirements. However, Rosso Digital takes no responsibility for, and will not be liable for, the website being unavailable due to issues beyond our control. Where your website is required to go into maintenance mode as part of the web design Rosso Digital is providing, we will inform you prior to the commencement of those works.
- We do not guarantee any specific position in search engine results for your website. Where agreed to as part of our proposal, we perform basic search engine optimisation (SEO) according to current best practice only. We do not specialise in SEO.
- We reserve the right to subcontract any services that we have agreed to perform for you as we see fit. As part of our commitment to full transparency of our works provided to you, we will always inform you before engaging a subcontractor. We remain solely responsible for any services that we have agreed to perform for you.
PROVIDING YOUR PERSONAL DETAILS
- You must ensure the security and confidentiality of your personal details, including any username and/or password. You must notify us immediately if you become aware of any unauthorised use of your registered details.
- We respect your confidential and proprietary information, ideas, plans and trade secrets (collectively, Confidential Information) and have established and maintain effective security measures to safeguard all Confidential Information from unauthorised access, use, copying, disclosure, damage or destruction. By using our products and/or services, you agree to respect the same rights of the Rosso Digital products and/or services.
- Both parties agree:
- That any Confidential Information shared by any of our representatives is confidential and proprietary and belongs solely and exclusively to the disclosing party.
- Not to disclose such information to any other person or use it in any manner other than with the prior written consent of the other party.
- That all materials and information provided to you by us are our confidential and proprietary information and intellectual property, belong solely and exclusively to us, and may only be used by you as authorised by us.
- That if you violate, or threaten to violate, any of your agreements contained in this paragraph we will be entitled to, among other things, injunctive relief to prohibit such violations.
- For the avoidance of doubt, the provisions of Terms do not extend to any of the Confidential Information which:
- is in or becomes part of the public domain other than as a result of a breach by the recipient, or a representative, or any other party to these Terms;
- becomes known to the recipient on a non-confidential basis from any third party unless the recipient knows that the source of the information is bound by an agreement to keep the information confidential;
- is already known to the recipient and does not relate to the specific purpose of these Terms; or
- is required by any law or any order of any court, tribunal, authority or regulatory body to be disclosed provided always that the disclosing party, where legally permitted to do so, notifies the other party promptly of the requirements and works with the other party in good faith to limit the extent of that disclosure to what is required.
- While you are free to discuss your personal results from our services, you must keep the advice, experience, statements, proposals/pricing, oral or written, in the strictest of confidence, except for disclosure to your affiliates, auditors and professional advisers which is permitted.
- When engaging Rosso Digital, you agree for your (company) name to be listed in our marketing materials such as (but not limited to) email signatures and our Site as a current or past client. If you do not wish to be listed as a current or past client, please inform us immediately via [email protected].
- We welcome enquiries or feedback on our Site or via email. Unless specifically stated by you, we shall treat any feedback you share with us as non-proprietary and non-confidential and are allowed to use this for marketing purposes.
- If you have questions or comments regarding our Site, or Rosso Digital products or services, please email us at [email protected]
EXCLUSION OF COMPETITORS
- If you are in the business of providing similar services for the purpose of providing them for a fee to users, whether they be business users or domestic users, then you are a competitor of Rosso Digital. Rosso Digital expressly excludes and does not permit you to use our suggestions or access our Site, to download any documents or information from our Site or obtain any such documents or information through a third party. If you breach this term, Rosso Digital will hold you fully responsible for any loss that we may sustain and further hold you accountable for all profits that you might make from such unpermitted and improper use. Rosso Digital reserves the right to exclude and deny any person access to our website, services or information in our sole discretion.
COPYRIGHT AND TRADEMARK NOTICES
- All material on our Site or delivered by us to you through any other means including (but not limited to) templates, documents, emails, information architecture and coding (Our Content), is subject to copyright. While you may access, browse or print Our Content for non-commercial, personal or internal business use, you must obtain our prior express written permission if you’d like to use, copy, record or reproduce it. Modification of Our Content for any other purpose is a violation of our copyright and other proprietary rights and is strictly prohibited. Where a specific project includes the creation of materials or information such as (but not limited to) content or designs as part of Rosso Digital’s web design services Rosso Digital remains the proprietor of these elements. However, by default, you will, receive exclusive and unlimited usage rights for these elements within your business for the duration of these Terms and following termination of the Terms for any reason. These materials or information may not be duplicated or shared with any entity that does not form part of your own business.
- You acknowledge that you do not acquire any ownership rights by using the Site or Our Content.
- The trademarks, logos, and service marks displayed on our Site are the registered and/or unregistered trademarks of Rosso Digital. The trademarks whether registered or unregistered, may not be used in connection with any product or service that does not belong to Rosso Digital, in any manner that is likely to cause confusion with customers, or in any manner that disparages Rosso Digital.
- Nothing contained on our Site should be construed as granting, by implication, estoppel or otherwise, any license or right to use any trademark without our express written permission.
- You agree that damages may be an inadequate remedy to a breach of these Terms and acknowledge that Rosso Digital may be entitled to seek injunctive relief if such steps are necessary to prevent violations of its intellectual property rights.
- You must obtain all necessary permissions and authorities in respect of the use of all copy, graphics, images, registered company logos, names and trademarks, or any other material that you supply to us for the purpose of Rosso Digital providing you with a product or service such as (but not limited to) web design or social media services. You must indemnify us and hold us harmless from any claims or legal actions related to the content of your online and offline presence except in instances where such claims or legal actions are as a result of the gross negligence, wilful misconduct or fraud of Rosso Digital, its directors, principals, employees or representatives.
RIGHT TO SUSPEND, TERMINATE AND REFUND
- We reserve the right to suspend or terminate your use of the Site or services generally, if you breach any of these Terms, and the matter cannot be resolved in accordance with the dispute resolution provisions contained within these Terms.
- Refunds are not provided for our services, including where you have been given access to Our Content, whether accessed by you or not, unless we are in breach of the Australian Consumer Law, as set out in Schedule 2 to the Australian and Competition Act 2010 (Cth).
- Where Rosso Digital has been engaged by you on a retainer basis without specific end date, either party may terminate these Terms at any time upon the provision of 30 days prior written notice to the other. If terminated, we will provide reasonable assistance to you during the relevant termination or transfer period.
- The cost, cancellation and refund, if any, details of our products and services are set out below:
- All products are charged in AUD as per the agreed price stated in the quotation you will receive prior to Rosso Digital commencing the work on your project.
- Subject to section 35 below, there is no refund available on any of our products or services.
- Each refund request will be assessed on a case-by-case basis and when genuine value has not been received or isn’t able to be received, refunds may be granted at the discretion of Rosso Digital.
- Invoices for any Rosso Digital products or services can be requested at any time by emailing [email protected]
- When accepting a proposal for Rosso Digital services, verbally or in writing, and you accept this proposal, you agree to ensure that sufficient funds are available to settle any debts by the due date stated on the invoice.
- You agree to reimburse us for any expenses which do not form part of our proposal including (but not limited to) the purchase of templates, third party software, stock photographs, fonts, domain name registration, web hosting or comparable expenses, provided that any such expenses are notified and agreed with you in advance and are properly receipted/evidenced.
- We reserve the right to suspend or terminate any product or service, at our discretion, if payment is defaulted. Payment is considered to be defaulted 10 working days after the payment due date stated on your quotation and/or invoice.
- We reserve the right to on-sell or otherwise authorise a debt-collection or other authorised agency to collect any amount not paid by you.
- We endeavour to work with clients who have financial difficulties to ensure actions such as those listed above do not happen. If you are having difficulties or require a payment plan, please contact us at [email protected]
LIABILITY IS LIMITED
- The disclaimers, liability limitations and indemnities within these Terms do not exclude rights that by law may not be excluded. Such rights include (but are not limited to) those rights under the Australian Consumer Law.
- We do not make any express or implied representation or warranty about, or shall be liable, in contract, tort (including negligence) or otherwise, for any direct, indirect, special or consequential loss, damages or reliance in connection with any of our Site, services provided or Our Content unless such losses are caused by the gross negligence, wilful misconduct or fraud of Rosso Digital, its directors, principals, employees or representatives.
- Rosso Digital explicitly disclaims any warranties of any kind, either express or implied, including (but not limited) to warranties of merchantability or fitness for a particular purpose or compliance with laws or government rules or regulations applicable to services, products, or projects.
- In no event will we be liable for any damages whatsoever, including (but not limited to) any direct, indirect, special, consequential, punitive or incidental damages, or damages for loss of use, profits, data or other intangibles, or the cost of procurement of substitute products or services arising out of or related to the use, inability to use, unauthorised use, performance or non-performance of or reliance upon our Site, services provided or Our Content unless such damages arise as a result of the gross negligence, wilful misconduct or fraud of Rosso Digital, its directors, principals, employees or representatives.
- These limitations and terms include (but are not restricted to) loss or damage you might suffer as a result of:
- Reliance on the completeness, accuracy, suitability or currency of information, products or services irrespective of any verifying measures taken by us (including third-party material and advertisements).
- Failure of performance, error, omission, interruption, deletion, defect, failure to correct defects, delay in operation or transmission, computer virus or harmful component, loss of data, communication line failure, unlawful third-party conduct, or theft, destruction, alteration or unauthorised access to records.
- Accessing websites or servers maintained by other organisations through links on our Site or provided as part of our services. Links are provided for convenience only. We do not endorse linked websites, nor their products and services and you access them at your own risk.
- The use of credit card or other financial information, failure to complete (or delay in completing) any transaction, or other loss or damage arising from any transaction made or attempted on our Site.
- You indemnify us from all actions, suits, claims, demands, liabilities, costs, expenses, loss and damage (including legal fees) incurred or suffered by you or us as a direct or indirect consequence of using or attempting to use our information, products, services or any breach by you or your agents of these Terms unless arising from the gross negligence, wilful misconduct or fraud of Rosso Digital, its directors, principals, employees or representatives. Other than the carve-out in the preceding sentence, we are not responsible for, and expressly disclaim all liability to the fullest extent permitted by law, for damages of any kind arising out of use, reference to, or reliance on any information contained within our Site, through use of our products or services.
- As affiliates of certain products and services we may receive compensation for recommending and promoting products/services linked to from our Site or via suggestions provided.
- Through our Site or in suggestions we provide, you may be able to link to other websites which are not under the control of Rosso Digital. We have no control over the nature, content and availability of those websites. The inclusion of any links does not necessarily imply a recommendation or endorse the views expressed within them.
- Rosso Digital is selective and only promotes other businesses who we have purchased from and used their product or service ourselves. Subject and without prejudice to section 42 above, Rosso Digital will not be held liable in any way for any program, product or service that we promote or share. You are required to use your judgment to determine if any program, product or service I link to is appropriate for you.
- If a dispute arises between the parties in relation to these Terms, the dispute must be dealt with in accordance with this clause and any party claiming that a dispute exists must notify the other party to the dispute (Second Party) in writing of the nature of the dispute.
- All notices are to be provided to [email protected]
- If the dispute is not resolved by agreement within five (5) business days of the Second Party receiving the notice referred to above, either party may (but is not obliged to) refer the matter to mediation conducted by a mediator agreed between the parties within a further five (5) business days or failing agreement within that period, as appointed by the executive director for the time being of the Australian Commercial Disputes Centre Limited.
- Once a mediator is appointed, the parties agree that:
- The costs of the mediator shall be borne equally between the disputing parties.
- The chosen mediator shall determine the procedures for mediation.
- The chosen mediator will not have the power or authority to make any other determination in relation to the dispute.
- If the parties have not mediated a resolution of the dispute within ten (10) business days of the selection of a mediator, neither party shall be obliged to continue any attempt at mediation under this clause, and either party may then commence such legal proceedings as it considers fit in relation to the dispute.
- Nothing in this clause prevents a party from commencing proceedings seeking urgent interlocutory relief from a court or tribunal of competent jurisdiction to hear the matter, if, in that party’s reasonable opinion, it is necessary to protect their rights.
- Despite the existence of a dispute the parties must continue to comply with their obligations under the contract.
- This clause survives termination of these Terms.
- These Terms shall be construed in accordance with and governed by the laws of New South Wales. You consent to the exclusive jurisdiction of the courts in New South Wales to determine any matter or dispute which arises between us.
EXCLUSION OF UNENFORCEABLE TERMS
- Where any clause or term above would by any applicable statute be illegal, void, or unenforceable in any State or Territory then such a clause shall not apply in that State or Territory and shall be deemed never to have been included in these terms and conditions in that State or Territory. Such a clause if legal and enforceable in any other State or Territory shall continue to be fully enforceable and part of this agreement in those other States and Territories. The deemed exclusion of any term pursuant to this paragraph shall not affect or modify the full enforceability and construction of the other clauses of these terms and conditions.