These terms and conditions are effective to all proposals and estimates accepted and invoices issued from April 1st 2019.
The following terms and conditions apply to all goods and services supplied in circumstances where there is no other service agreement in place between Revina and the client.
In these terms and conditions Revina.co (referred in the is document as ‘Revina’ or ‘we/us’) means Revina.co and its officers, employees and agents. You (‘the client’) means the person(s) purchasing the Goods or Services from us under the Proposal to which these conditions accompany, or wishing to enter this agreement in order to purchase Goods or Services from time to time.
1. REVINA SERVICES
You contract Revina for: the editing of images and video supplied by you; the creation of 2D floor-plans described in your sketches and /or description; the creation of computer generated images (CGI) from sketches images and description supplied by you; 3-D plans and images from sketches images and description supplied by you; and other services to which we both agree.
2.PRICE, FORMATION AND SCOPE OF AGREEMENT
2.1 Subject to anything to the contrary in the Proposal:
(a) the price for the provision of Goods or Services is Revina’s standard list price for them;
(b) the Proposal may only be accepted within 14 days of its date of issue;
(c) if you accept the Proposal, our agreement commences on your acceptance.
As such you agree to the price for these services as outlined in our fees and charges for and included with the Proposal.
2.2 Where a Proposal references this agreement; it governs all Purchase Orders placed or goods and services supplied pursuant to that Proposal. Cancellation of any work following acceptance of a Proposal must be agreed to by Revina and will result in a sum equivalent to the work completed to the date of notification becoming due and payable by you.
3. INVOICING AND PAYMENT
3.1 Revina will issue a quotation to you upfront. This will be stated in the Service Level Agreement (SLA) or Estimate. On completion of the order or specific agreed date you will be invoiced according to this agreed amount.
3.2 Some products, services, and projects will attract milestone payments based on milestones agreed to in the Proposal or Estimate. These will be stated in the Proposal or Estimate. In these cases the following milestones will apply:
(a) 25% of the agreed price on commencement and acceptance of the Proposal. This sum is not refundable once paid;
(b) 25% of the agreed price at milestone #1 as determined in the Proposal.
(c) 10% of the agreed price at milestone #2 as determined in the Proposal.
(d) 40% of the agreed price on completion.
You must pay Revina all amounts specified in each of Revina’s invoices at the address and time specified in the invoice (or within 05 days if no time is stated).
Time is of the essence in relation to all payments of money to Revina under this agreement. You must not make any deductions of any nature from any amounts you owe to us. Revina may charge you interest at the Interest Rate on any overdue amount compounded daily.
4. PROPERTY AND RISK
4.1 Revina retains title in and ownership of all Goods it supplies until Revina has received payment in full for the Goods by you.
4.2 Revina may repossess any Goods if you breach any of these terms and conditions. You must do all things reasonably incidental to allow Revina and its agents to repossess any Goods pursuant to this clause.
4.3 Risk in the Goods passes to you on delivery.
5. DELIVERY AND ACCEPTANCE
5.1 Delivery of the Goods or Services occurs at the time Revina makes the Goods available for collection and notifies you of this fact and the location from which they may be collected or performs the Services.
5.2 You must inspect or test the Goods or Services as soon as possible after delivery or performance. Where the Goods or Services are not in accordance with your order you must notify Revina in writing of that fact and your reasons within 7 days of delivery. If you do not give any notice under this clause you waive any right to reject them and you must pay for the Goods or Services in accordance with these terms.
5.3 The delivery and acceptance criteria for inspecting and testing of works outlined in the proposal is governed by clause 6.
6.1 Revina will deliver the Goods or will supply the Services at the time and location specified in the SLA and if not specified, at a time and location to be agreed. You expressly acknowledge that the matters listed as either ‘out of scope’ or that are otherwise excluded from the scope of Goods or Services in the Proposal, are not included in the pricing expressed in the Proposal. Unless it is expressly included as in scope in the Proposal, Revina is under no obligation to provide these out of scope goods or services to you under this agreement. Any extra or out of scope works will be quantified and estimated to you for your approval. Any of this work that is not paid for in accordance with these terms, can be removed or de-scoped by Revina on written notice to you as required.
6.2 You agree to provide all cooperation and information reasonably requested by Revina necessary for us to deliver the Goods and Services. In the event Revina is unable to perform an obligation under this agreement, including delivery of the Goods and Services due to any act or omission by you, the time in which Revina is required to perform that obligation will be extended until the reasons it is unable to perform the obligation are rectified by you.
6.3 Revina will, subject to your compliance with clause 5.2, at its cost and at its option repair or replace any faulty Goods or re-perform faulty Services notified to Revina by you within 2 days from the date of delivery.
6.4 You must:
(a) notify Revina of any fault and prove to our reasonable satisfaction that the fault is due to bad workmanship or faulty materials or faulty Services supplied by or on behalf of Revina and
(b) if requested by Revina, return the Goods to us at your cost.
6.5 Any work of Revina that was outlined in the Proposal that cannot be completed due to technical challenges or conflicts, time constraints, performance issues or third party dependencies will be de-scoped. The time and materials associated with this component will either be credited or not billed. If you seek this work to be completed later a new scope, estimate or statement of works for this work will be provided to you for approval.
7. LIMITATION OF LIABILITY, IMPLIED TERMS
7.1 To the extent permitted by law:
(a) Revina excludes all implied warranties and conditions in respect of the Goods or Services supplied under this agreement that may apply, including those that may apply under international law
(b) any liability Revina has for breach of an implied condition or warranty is limited, as determined by Revina in its sole discretion, to:
(i) replacement of the Goods or supply of equivalent Goods;
(ii) repair of the Goods;
(iii) payment of the cost of replacing the Goods or of acquiring equivalent Goods;
(iv) in the case of Services, the supply of the Services again or payment of the cost of having the Services supplied again.
7.2 Subject to clause 7.1, Revina has no liability for loss or damage which arises directly or indirectly as a result of this agreement or from the supply of any Goods or Services, whether arising in contract, tort, for negligence or otherwise and whether that damage is direct, indirect, consequential or otherwise including lost profits or lost opportunity
7.3 You warrant and represent to Revina that you are authorised to supply and or use any content or information that you make available to Revina for use in the provision of Goods and Services (including Customer or third party provided content or software that you may upload, transmit, place, add or otherwise supply or require Revina to use in relation to the Goods and Services), and that any such content does not infringe the Intellectual Property rights of any third party and its use does not contravene any international laws. You further warrant that the content or information that you make available to Revina will not contain anything offensive or defamatory to any third party.
7.4 You must indemnify and keep Revina indemnified against all loss or damage suffered by Revina arising out of any breach by you of this agreement (including any breach of clause 7.3) or arising out of your use, operation or possession of the Goods or Services, or the use, operation or possession of the Goods or Services by someone with your authority or permission, or as a result of the occurrence of an Eligible Data Breach within your business. You acknowledge that the Goods or Services have been acquired by you for business purposes.
8. INTELLECTUAL PROPERTY, CONFIDENTIAL INFORMATION AND PRIVACY
8.1 You acknowledge and agree that other than as set out in clause 8.2, no Intellectual Property developed or created under the Proposal is conveyed to or vests in you or any other person other than Revina, and that any Intellectual Property (including future Intellectual Property) arising in respect of Goods or Services supplied or developed under the Proposal or otherwise relating to the Proposal by you or Revina, vests on its creation in Revina.
8.2 Revina grants to you a non-exclusive and personal licence of the Intellectual Property comprised in the Goods and Services provided, for the purpose, scope and term as set out in the Proposal
8.3 You must not disclose and must hold as confidential all Confidential Information of Revina disclosed to you in the course of it supplying Goods or Services including any user name or password issued to you. You may only disclose any such Confidential Information only to the extent such disclosure is necessary for you to operate and use the Goods and Services in accordance with the Proposal.
8.5 You agree and acknowledge you have sole responsibility for the accuracy, quality, use and legality of all Personal Information concerning you or your clients that you may directly or indirectly supply to Revina in the course of Revina providing you with goods and services under this agreement and the legality of the means by which you acquired that Personal Information.
8.6 If Revina receives a request for access to, correction, amendment or deletion of any such Personal Information that is in the possession or control of Revina, then we will notify you of this request and will provide you with such commercially reasonable cooperation and assistance at your cost as is reasonably necessary for you to lawfully respond to this request.
9. PRIVACY AND PROTECTION OF DATA
9.1 Revina will comply with the requirements of all applicable Data Protections Laws to the extent that these laws place express obligations upon Revina arising from the Goods and/or Services supplied by Revina to you under this agreement, including upon the occurrence of an Eligible Data Breach. If Revina becomes subject to an Eligible Data Breach you agree to provide all reasonable cooperation and assistance to Revina to the extent this is required in order for Revina to comply with the requirements of all applicable Data Protections Laws.
9.2 If your business at any time becomes subject to an Eligible Data Breach you agree to comply with the requirements of all Data Protections Laws to the extent they may apply to you. Furthermore you agree to notify Revina as soon as you have reasonable grounds to believe that the access, disclosure or loss that constituted the Eligible Data Breach within your business is likely to give rise to or cause an Eligible Data Breach within Revina’s business.
9.3 Revina will provide all reasonable assistance to you in responding to any Eligible Data Breach that may arise within your business. Such assistance including the conduct of any assessment or investigation of the circumstances of any suspected breach that you or Revina may be required to undertake including the sending of all notifications to affected parties under applicable Data Protection Laws and the implementation of any loss mitigation plans required as a result of any access, disclosure or loss constituting the Eligible Data Breach will be provided to you by Revina at our standard rates and charges.
9.4 You acknowledge and agree that Personal Information of you or your own customers and employees may be used by Revina for the purposes of:
(a) the supply of the Goods and Services by Revina to you and your customers;
(b) To monitor Revina’s use of your products for the purposes of further development and to ensure they meet your needs and requirements;
10. SUSPENSION OF OBLIGATIONS
10.1 During any period in which you are in breach of any of these conditions of sale, including due to non-payment of one or more invoices that are due and payable, Revina’s delivery obligations maybe suspended by Revina at its discretion on written notice to you until such time that you are no longer in breach. Revina may terminate this agreement without liability to you by further notice in writing if it is required to suspend its obligations under this clause 10.1 for 30 days or more.
11.1 If you breach this agreement and fail to remedy that breach within 5 business days of receipt of written notice, Revina may at its election without prejudice to its other rights and remedies:
(a) terminate this agreement immediately in whole or in part by written notice;
(b) seek specific performance of this agreement in whole or in part; (
c) seek damages for default; or
(d) repossess and resell any Goods delivered to you that you have not paid for in full.
In relation to software installed on any Goods, Revina may, at your cost, erase the software or Intellectual Property installed which you have not paid for in full by the date specified in the invoice. You irrevocably permit us to enter your premises to enforce our rights under this clause 10.1.
11.2 Revina may terminate this agreement in whole or in part by notice in writing if you commit an act of insolvency or you die. Revina is not liable for any damages sustained directly or indirectly by you or any other person as a result of Revina exercising any of its rights under this clause 10.
12. GENERAL TERMS AND DICTIONARY
12.1 These conditions, any schedules attached to them and any invoice or quotation referencing these conditions constitute the whole of the agreement between us and supersede any prior representations, statements and agreements in relation to their subject matter. These conditions apply to the exclusion of all documents submitted by you unless and until Revina has expressly agreed to those terms in writing signed by an authorised officer of Revina. These conditions may not be varied except in writing signed by an authorised officer of Revina. The most recent Proposal (if any) takes priority over these terms and conditions only to the extent there is any inconsistency.
12.2 Neither party is liable for any delay or failure to perform its obligations under this agreement (except an obligation to pay money) if such delay or failure is due to any cause outside their reasonable control including without limitation, the acts or omissions of third party suppliers such as third party software suppliers and developers. If delay or failure to perform its obligations pursuant to this clause occurs, the performance of that party’s obligations are suspended. If such a suspension exceeds 90 days, either party may immediately terminate the agreement by notice in writing to the other party.
12.3 The United Nations Convention on Contracts for the International Sale of Goods (also known as the Vienna Convention) is expressly excluded.
12.4 You must not, during the term of this agreement or within twelve months after its termination, induce, solicit, engage or employ (or procure the inducement, solicitation, engagement or employment of) any officer, employee or contractor of Revina or any of its related bodies corporate without Revina’s prior written consent.
12.5 The following defined terms apply to all sections of these terms and conditions:
“Change Requests” means a variation, improvement, change of scope, upgrade or maintenance request for works that were previously out of scope.
Confidential Information means all information of a party other than information which is by its nature is, or which has been designated by that party as being, clearly not confidential in character. Confidential Information does not include information which: is in the public domain other than as a result of a breach of this Agreement; or was developed or known by the other party independently of the other party’s relationship with the party to whom the information is confidential.
Confidential Information of Revina includes the following:, designs, artwork, drawings, general designs, financial and accounting information, customer and supplier names, correspondence, negotiations and/or contacts with customers and suppliers, or proposed customers and suppliers, market research, marketing strategies, research and development plans together with any other information or material that you ought reasonably to be aware is confidential to Revina.
“Data Protection Laws” means the laws and regulations applicable to the management, use, collection and storage of Personal Information including the Privacy Act 1988 (Commonwealth Of Australia.) and the EU General Data Protection Regulation, to the extent these laws have application to the businesses and operations of Revina and you.Goods means all goods to be supplied to you by Revina under this agreement and includes all things set out in the Proposal.
Intellectual Property means the intellectual and industrial property rights, whether registered or not, including copyright, trademarks, patents, designs, Confidential Information, know-how or inventions, that subsist in the Goods or Services or any subject matter or thing relating to the Goods or Services.
Interest Rate means 10% per annum.
Out of Scope means work that will not be completed or supplied by Revina as part of the Goods and Services supplied under the Proposal.
Proposal means the written document provided to you by Revina referencing this agreement and relating to Goods or Services and includes but is not limited to a written scope, statement of works or an estimate.
Purchase Order includes a Proposal signed by you accepting these terms and conditions.
Services includes all services to be supplied to you by Revina which are not covered by another written agreement and includes all things set out in the Proposal.