Website Terms and Conditions

These Website Terms and Conditions apply to use of, and access to, the domain http://clandestinedesigngroup.com and all associated pages, applications, and resources (“CDG Website”). If you do not agree with these Website Terms and Conditions you must not use or access any page, application, or resource accessible through the CDG Website

By using or accessing a page, application, or resource through http://clandestinedesigngroup.com you accept the following terms and conditions and enter into an agreement with Clandestine Design Group Pty Ltd ABN 99-167-470-199 (“Agreement”).

In this Agreement there are terms and conditions that apply to specific functionality with the CDG Website, or apply when you interact with the CDG Website in particular ways. All terms and conditions relating to use of the CDG Website are contained in this document which is accessible at http://clandestinedesigngroup.com/terms, but it must also be read in conjunction with:

our Privacy Policy, which is available at http://clandestinedesigngroup.com/privacy; and
each other document included by reference in these Website Terms and Conditions, if any.

1. Definitions

In this Agreement the defined terms in the following table have the corresponding meaning unless repugnant to the context.

Defined term	Meaning
App	A software application.
CDG, us, our, or we	Clandestine Design Group Pty Ltd
Content	Any information reduced to material form (including where such information is stored electronically), and includes without limitation any script, code, text, image, media, or content determinable through MIME and MIME type definitions, as the case requires.
Electronic Transaction	An electronic transaction conducted through the CDG Website, including a payment made through any of the following methods:: a. Credit Card; b. Debit Card; c. Prepaid payment card; or d. BPay payment.
Intellectual Property Rights	All industrial and intellectual property rights including, without limitation, patents, trade marks, copyrights, circuit layout rights, right to extract information from databases, design rights, trade secrets, and all forms of protection of a similar nature or having similar effect to any of them which may subsist anywhere in the world (whether or not any of them are registered and including applications and the right to make applications for registration of any of them) other than moral rights.
Party	A party to this Agreement.
Payment Processor	A third party payment processor that facilitates Electronic Transactions on the CDG Website. At the date of these Website Terms and Conditions this service is provided by Stripe
Privacy Policy	Our privacy policy, which is available at http://clandestinedesigngroup.com/privacy
Services	Any service delivered by CDG through the CDG Website.
User, you, or your	The person accessing the CDG Website.
Website Terms and Conditions	This document including any other document included by reference, if any.

2. Term and termination

2.1 This Agreement begins upon your acceptance of these Website Terms and Conditions and continues until terminated, or it otherwise ends, in accordance with these Website Terms and Conditions.

2.2 You accept the Website Terms and Conditions upon the earliest of the following events:

(a) You, or any device that you control, requests any Content from the CDG Website;

(b) You, or any device that you control, receives any Content from the CDG Website;

(d) You request any Services from us through the CDG Website;

(e) You receive any Services from us through the CDG Website;

(f) You check any checkbox that indicates that you agree to the CDG Website Terms and Conditions;

(g) You otherwise access the CDG Website, including without limitation through a third party website or application, as the case may be.

2.3 This Agreement will automatically end upon the last of each of the following circumstances taking effect:

(a) you cease to access our Content; and

(b) you no longer possess any of our Content; and

(c) 30 days has passed since you have ordered any goods or Services, and we have dispatched the last goods or Services to you in relation to that order.

2.4 This Agreement may be suspended or terminated in accordance with clause 13.

3. Conditions of use

3.1 We may vary these terms and conditions or impose new terms and conditions on your use of the Services or the CDG Website at any time, by a notice published on the CDG Website.

3.2 We may add features or update the Services from time to time. You may be required to agree to additional terms or other requirements in order to use such additional features or Services.

3.3 Nothing in this clause 3 is to be read as limiting our rights in administering the CDG Website, or methods that we may use to control the features available to you, or our provision of Services to you, through the CDG Website.

3.4 We may contact you by post, phone, SMS, or email using the details that you provide to us from time to time. Without limitation, we may contact you regarding marketing and promotions our products and services (unless you request otherwise); and we may contact you in relation to any order you place with us using the CDG Website.

4. Your obligations

Positive obligations

4.1 You must act in accordance with the policies or rules that we publish from time to time that relate to your use of the Services or the CDG Website (such as content and publishing, data capture, sale of products and services and delivery, system communication, and merchant and payment processing). All of our rules and policies can be accessed at http://clandestinedesigngroup.com/policies, and are included into these Website Terms and Conditions by reference. Such policies form binding obligations on you and your use of the CDG Website, but do not constitute contractual rights that may be enforced against us by you.

Negative obligations

4.2 You must not upload, submit, or publish any Content that is unlawful, unsuitable for general viewing or consumption, obscene, defamatory, in breach of any advertising standards, or in breach of any person’s privacy or other human rights.

4.3 You must not:

(a) reverse engineer, reverse assemble or reverse compile the CDG Website or any part of it;

(b) combine or incorporate the CDG Website in any other program or system without our prior consent in writing;

5. Provision of Services through the CDG Website

5.1 Our provision of any Services to you through the CDG Website is subject to these Website Terms and Conditions.

5.2 A reference to Services includes a reference to products, unless specifically noted otherwise.

6. Service limitations

6.1 The CDG Website is hosted by a third party service provider and we do not guarantee that your access to it will be continuous or error free.

6.2 The Payment Processor is a third party and we do not guarantee that this service will be continuous or error free.

7. Sale and purchase of goods

7.1 We only keep limited stock of our products, and often we will have your products made to order. For any product that is not in stock, the expected lead time relating to products on offer through the CDG Website is 21 days from the date our receipt of your payment for the order, unless specified otherwise.

7.2 All our products are delivered by courier (unless we offer, and you choose another option during checkout), and the costs of delivery include insurance unless stated otherwise.

7.3 We are not responsible for damage to products sustained during delivery. If you receive a parcel from us that is damaged, please ensure that you cause the courier to note the damage, and inspect the products before taking delivery of, or signing for them. If you receive any products from us that are damaged, please contact us immediately at the contact details provided.

7.4 We are not responsible for products lost after dispatch. If your products are insured, and the carrier loses your goods, then we will provide all reasonable assistance for you to make a claim for the insured value of those goods. You are solely responsible for taking delivery of the goods, and for ensuring that the address is attended to take delivery and secure the goods upon receipt. Our carriers’ records will be conclusive evidence of delivery in this regard.

7.5 All of our products are sold with written warranties. Please refer to details of the relevant product listing or materials provided with our products for warranty details.

8. Payment Processor

8.1 We do not receive or store any credit card information through the CDG Website. All credit card information is processed securely by the Payment Processor.

8.2 If you do not want to use the Payment Processor to pay for our goods or services through the CDG Website, please request an alternative at admin@clandestinedesigngroup.com. Consideration of any such request is at our sole discretion, and, we reserve the right to charge an administration fee for fulfilling any such request.

8.3 Any order you place on the CDG Website using the Payment Processor must be in Australian Dollars. We reserve the right to cancel any order made in any other currency, and to charge an administration fee in relation to such an order. If you place an order using any other currency, then we are not liable for any foreign exchange fluctuations between the time you place the order, and the time that any refund is made to you.

9. Reversed transactions

9.1 If the Payment Processor reverses a payment relating to a transaction conducted on the CDG Website, then unless we grant you a refund, you remain liable to pay our fees or charges for that transaction, as the case may be. You must also reimburse us for any additional fees and charges incurred by us relating to the reversal of any such transaction.

10. Right to subcontract

10.1 We may appoint employees, sub-contractors, or agents to provide some or all of the Services; and such entities are bound by the same obligations as us. It is our responsibility to ensure such entities comply with this Agreement.

11. Intellectual property

CDG Website

11.1 We own, or are licensed to use, all components of the CDG Website.

Grant of licence

11.2 Subject to your continued compliance with these Website Terms and Conditions, for the duration of this Agreement we grant you a licence to use the CDG Website as contemplated by these Website Terms and Conditions and any policy published by us from time to time.

12. Privacy

12.1 We may use your contact details to promote new services and product offers to you from us or our affiliates, or to notify you about important changes to the CDG Website, subject to our Privacy Policy which is incorporated by reference.

12.2 Our Privacy Policy can be accessed at this link: http://clandestinedesigngroup.com/privacy.

12.3 We may change the terms of the Privacy Policy form time to time in accordance with this Agreement. If you do not agree with the changes that we make to the Privacy Policy you may end this Agreement in accordance with clause 13 of this Agreement, and request that we delete any information that we hold about you.

12.4 Upon termination or expiry of this Agreement, the provisions of our Privacy Policy in force from time to time will govern how we use information that we hold about you. You may request that we delete any information we hold about you, as provided in clause 12.3 above.

13. Suspension and Termination

Suspension

13.1 We may conduct scheduled or mission critical maintenance of the CDG Website during which time the Services may be interrupted. We will give you reasonable notice of such maintenance where possible and make all reasonable efforts to keep any disruption to a minimum.

13.2 We may suspend the Services at any time and give you a written notice of default if:

(a) we have reason to suspect illegal or unethical activity in relation to your data or Content; or

(b) in our reasonable opinion your Content, conduct, data, network, software or equipment may cause damage to any person or property; or

(c) you do not comply with any of the terms and conditions contained within this Agreement, including any of your obligations.

13.3 If we suspend our Services to you, we may notify any Payment Processor in this regard, and you authorise us to receive any information from the Payment Processor about the status of your account, with them, if any.

Termination

13.4 We may terminate this agreement with 30 days written notice.

14. Consequences of termination

14.1 Upon termination of this Agreement for any reason, in addition to any other rights or remedies:

(a) we may immediately disable your access to the CDG Website;

(b) your licence to use the CDG Website immediately ends;

(d) we may destroy any data and Content uploaded by you to the CDG Website;

(e) we may continue to send you send you information about our Services, and other marketing information unless you direct us otherwise; and

(f) a Party not in default may pursue any other rights or remedies available at law against a defaulting Party subject to clause 15.

15. Indemnity & limitation of liability

Indemnity

15.1 You agree to release and hold Clandestine Design Group Pty Ltd harmless against any action, proceeding, claim, demand or prosecution relating to any downtime, interruption, loss of data, or consequential loss of any kind whatsoever, whether directly or indirectly arising in connection with the Services.

15.2 You release and indemnify, and agree to keep Clandestine Design Group Pty Ltd indemnified against any action proceeding, claim, demand, or prosecution relating to:

(a) any breach of your warranties under this Agreement; and

(b) any loss or damage to persons or property (including data), caused by your Content.

Limitation of liability

15.3 Subject to clauses 15.4 and 15.5, any liability of Clandestine Design Group Pty Ltd for any loss or damage, however caused (including, without limitation, by the negligence of Clandestine Design Group Pty Ltd), suffered by you in connection with this Agreement is limited to the amounts paid by you to Clandestine Design Group Pty Ltd in relation to the Services.

15.4 Except as contemplated by clause 15.5, nothing in this Agreement is intended to limit any rights you have under the Competition and Consumer Act 2010 (Cth).

15.5 If the Competition and Consumer Act 2010 (Cth) or any other legislation provides that there is a guarantee in relation to any good or service supplied by Clandestine Design Group Pty Ltd in connection with this Agreement and Clandestine Design Group Pty Ltd’s liability for failing to comply with that guarantee cannot be excluded but may be limited, then clause 15.3 does not apply to that liability and instead Clandestine Design Group Pty Ltd’s liability for such failure is limited to (at Clandestine Design Group Pty Ltd’s election):

(a) in the case of a supply of goods, CDG Website replacing the goods or supplying equivalent goods, repairing the goods, paying the cost of replacing the goods or of acquiring equivalent goods, or paying the cost of having the goods repaired; or

(b) in the case of a supply of services, Clandestine Design Group Pty Ltd supplying the services again or paying the cost of having the services supplied again.

15.6 In this clause 15 a reference to consequential losses means any indirect, special, economic, or consequential loss including loss of revenue, profits, goodwill, bargain or opportunities that you suffer in any way, even if we knew or should have known about the possibility of such loss.

16. General

Costs

16.1 You are responsible for all duties, charges and legal fees (on a solicitor and own client basis) incurred in enforcing this Agreement.

Currency and Taxation

16.2 Unless otherwise stated, all monetary amounts are expressed in Australian dollars inclusive of GST.

Enduring Clauses

16.3 The Parties’ obligations under Clauses 7, 9, 11, 12, 14, and 15 shall survive the termination of this Agreement for whatever reason.

Entire agreement

16.4 This Agreement contains the entire agreement between the Parties and supersedes all previous negotiations or agreements in relation to the Services.

Force majeure

16.5 Neither Party is liable for any delay or failure to perform its obligations under this Agreement to the extent that such failure is caused by a Force Majeure Event. Nothing in this clause excuses payment of money due.

Jurisdiction

16.6 The laws of the State of Queensland apply to this Agreement; and the parties submit exclusively to the courts of that jurisdiction.

Relationship between the Parties

16.7 Nothing in this Agreement constitutes a partnership or contract of employment. It is the express intention of the parties to deny any such relationship.

Representatives, Successors and Assigns

16.8 You must not assign or novate this Agreement in whole or in part.

16.9 We may assign or novate this Agreement in whole or part at our sole discretion.

Severability

16.10 If any provision of this Agreement is ruled by a court to be illegal, invalid, unenforceable or in conflict with any law, it will not affect the validity and enforceability of the remaining provisions.

Waiver

16.11 Any delay or failure to enforce any rights in relation to a breach by the other Party will not be construed as a waiver of those rights.