By accessing and using this service, you accept and agree to be bound by the terms and provision of this agreement.
These terms and conditions apply in respect of all work undertaken by Mooning Agency Pty Ltd (ACN 656 190 608) (hereinafter referred to as “Mooning”). By engaging Mooning with their business, the clients will be accepting the following terms and conditions. These Terms and Conditions are subject to change without notice and may be superseded. Mooning may modify these Terms and Conditions by general notice on a page of our website, by email or by any other method of communication.
- The Agreement, as varied from time to time, applies to the provision of all services by the Company to the Client pursuant to the Agreement, together with any non-excludable conditions and warranties expressed by law, constitutes the entire agreement between the parties.
- “Agreement” means these general terms and conditions herewith.
- “Client” means the person and/or business described as the client in the Agreement
- “Company” means Mooning
- “Client Content“ means to any documents or materials that the Client supplies to Mooning under or in connection with this agreement or an Order Form, including any Intellectual Property Rights attached to those materials.
- “Developed IP“ refers to any materials produced by Mooning while providing the Services, including documentation, reports, data, designs, concepts, know-how, information, advice, opinions, emails, notes, whether in draft or final form, in writing, or provided orally, either alone or in conjunction with the Client or others, and any Intellectual Property Rights attached to those materials.
- “Fees” means the Price together with any Additional Charges incurred by you relating in any way to this Agreement and the Services.
- “Intellectual Property Rights“ refers to any and all present and future intellectual and industrial property rights throughout the world, including copyright, trademarks, designs, patents, moral rights, semiconductor and circuit layout rights, trade, business, company and domain names, and other proprietary rights, trade secrets, know-how, technical data, confidential information, and the right to have information kept confidential, or any rights to registration of such rights, whether created before or after the date of this agreement.
- “Mooning IP“ refers to all materials owned or licensed by Mooning that are not Developed IP and any Intellectual Property Rights attached to those materials.
- “Website” means your website designed, built and hosted pursuant to this Agreement.
- “Third Party Functions“ means the functionality performed by third-party software which includes underlying blockchain or other decentralised infrastructure.
- “Third Party Terms“ means and conditions from the third parties which may be used to perform the services.
- “Price” means the fees outlined in the Agreement
- “You” and “Your” means the Client named in the Agreement
- “Our”, “Us”, “Mooning” and “We” means the “Company” Mooning Agency Pty Ltd (ACN 656 190 608)
- The Client agrees that this agreement shall continue for the “term” from the date of this agreement. Once the “term” is reached, the campaign will continue to roll on until the client provides the company 30 days’ written notice. In the event that the Client terminates the Company’s services within the “term” from the date of this agreement, the Client agrees that they shall be liable for and pay the Monthly Fee for the balance remaining of the “term”.
- The Client shall give feedback within the timeframe as stated in the timeline provided by the Company to avoid delays. The Company reserves the right to terminate the agreement in any of the following circumstances:
- the Client does not contact / respond to requests by email or telephone within ten (10) working days.
- the Client’s instructions deviate from this agreement and/or the Client refuses to pay any additional fees if required to do so for any additional work required.
- the Client fails to provide content, and/or any additional information requested by the Company within the reasonable deadlines stated.
- the Client has more than 1 outstanding invoice in the balance.
- In the event of any of the above stated occurrences, the Company may terminate the agreement in writing. Should the Company proceed with a termination, the Client is responsible for the remaining balance to be fulfilled in the Agreement.
- The Client acknowledges that the Company makes no warranty that our service will guarantee any increase in traffic, sales, business activity, profits or any other form of improvement for the Client’s business or any other purpose. The Client shall indemnify the Company for any damages or losses arising from or as a consequence of the provision of the Services.
- The Client warrants to the Company that it shall indemnify the Company for any breach(es) of personal data privacy claims.
- The Monthly Fee may be made by the Client to the Company by bank transfer, cheque or online direct debit via our secure online payment portal. The Company shall commence to provide the Services herein to the Client upon receipt of the Client’s first payment and thereafter the Client shall settle the Monthly Fees within 7 days upon receipt of ongoing invoices issued by the Company. The Company reserves the right to assess and collect late-payment charges of 5% per month on any outstanding balances of the Monthly Fee(s).
- There are no refunds available on services provided by the Company once payment is affected by the Client. There is also no credit SERVICE AGREEMENT transferred unless the Company agrees. There is also no credit transferred unless the Company agrees.
- The Client acknowledges that the Company will allocate time and resources at the Company's discretion, up to the total equivalent hours as per the signed contract. The Client acknowledges the allocation of budget per Service in the contract therefore may be reallocated to other Service lines during delivery.
- Any agreement to engage the Services of the Company is made in accordance with Australian laws and regulations. The Services are considered entered into under the jurisdiction of the State of Victoria, Australia. If any dispute arises between the Company and the Client, both parties irrevocably submit to the jurisdiction of the courts of the State of Victoria, Australia.
- The Client shall not offer any form of employment to the Company’s current and past staff whilst using the Company’s services, or within 12 months of ceasing the Company’s services at any time during the Term hereof to the expiry of twelve (12) months after the date of termination of this Agreement (as the case may be) employ or attempt to employ any person who is, or shall at any time between the date hereof and the date of such termination be, one of the Company’s employees engaged in providing the Services.
The following terms relate to the supply of Web3/NFT/Metaverse/Blockchain services (“the Services”) by the Company to the Client.
- The Company agrees to provide the Client with the Services and is authorised by the Client to undertake the relevant activities to ensure they can deliver the agreed to Services.
- The client acknowledges and agrees that:
- If the Services provided are delayed and are not as a result of any fault(s) on the part of the Company, no refund or compensation will be offered to the Client.
- For any consulting projects undertaken by the Company, you agree as follows:
- The Company shall use reasonable endeavours to complete the Services by the Completion Date or any other dates agreed by the Parties.
- The Services shall be performed by such employees or agents that The Company may choose as most appropriate to carry out the Services.
- NFTs projects undertaken by the Company you agree as follows:
- There is no guarantee NFTs will have or retain any value;
- The Company will not be responsible for any of the risks associated with using Internet-native assets;
- The Company does not make any guarantees about the availability of the Asset on the Internet;
- The Company will not be responsible for any upgrades made to the blockchain that the Asset and NFT is recorded on that might affect the Asset or NFT in any way;
- The Company is not responsible for any secondary market transactions that occur for any NFT projects.
CX3 Platform / Software as a Service (SaaS) Solutions
For the purpose of the CX3 section of the T's & C's the following definitions apply:
- “Services“ refers to all tasks associated with the onboarding and ongoing management of the CX3 platform for the Client.
- Use of CX3 Platform
- When The Client uses CX3, you are granted a limited, non-exclusive, non-transferable, and revocable license to use the CX3 software and services.
- The Client must abide by the terms of this agreement. The Client acknowledges and agrees that the Company will not be responsible for any damage, loss or expense suffered by the User in connection with the use of the Services caused by the Client's actions, and the Client must indemnify the Company for any such damage, loss or expense.
- The Client must not modify or tamper with the Services, remove or alter any copyright, trademark or other notice on or forming part of the Services, create derivative works from or translate the Services, sell, loan, transfer, sublicense, hire or otherwise dispose of the Services to any third party, decompile or reverse engineer the Services or any part of it, attempt to derive its source code, attempt to circumvent any technological protection mechanism or other security feature of the Services, or permit any person other than licensed Personnel to use or access the Services without prior written approval from the Company.
- Client Content
- The Client retains ownership of all content you submit to Mooning to create external facing CX3 designs.
- The Client grants the Company a non-exclusive, worldwide, royalty-free, and transferable license to use, display, reproduce, market, and distribute your content in connection with the Company’s services including use of the CX3 platform.
- The Client guarantees that the Company’s use of the Client Content will not infringe on any third-party Intellectual Property Rights. The Client will also protect the Company from any losses, claims, expenses, damages, and liabilities that arise from such infringement.
- Mooning IP
- The Client will not gain any Intellectual Property Rights in any Mooning IP under these terms. Any Developed IP and technology IP created by the Company during the Services will be owned solely by the Company.
- The Company grants the Client a non-exclusive, non-transferable, worldwide, and revocable license to use Mooning IP and any Developed IP for the purpose of using or enjoying the benefits of the Services. The Company retains media and publicity rights for any such technology used.
- The Client acknowledges that the information provided to the Client as part of or in connection with the Services is general in nature and may not be suitable for the Client’s circumstances. It is the Client's responsibility to comply with applicable Laws relevant to the Client’s business, including privacy laws, and the Company does not guarantee any particular outcome as a result of using the Services.
- The Client acknowledges that some aspects of the Services may be controlled by, affected by, or otherwise involve the use of Third Party Functions. The Company has no control over such Third Party Functions and is not liable for any loss or damage suffered in connection with Third Party Functions.
- Third Party Terms & Conditions
- The Client acknowledges that Third Party Terms may apply.
- The Client agrees to any Third Party Terms applicable to any third-party goods and services that are used in providing the Services, and The Company will not be liable for any loss or damage suffered by the Client in connection with such Third Party Terms.