These Website Terms of Service (these “Terms of Service”) is agreed to between Prodigiez Pty Ltd, and its
affiliates and subsidiaries (collectively, “Prodigiez”) and you,
or if you represent an entity or other organization, that entity or organization (in either case, “You” or
“Your”).
These Terms of Service govern your use of the websites that link to these Terms of Service (the “Website”)and
offers users (“Users”) the ability to access certain content on the Website (“Content”).
These Terms of Service applies to the Website and Content, regardless of the Website through which You access
or use the Website and Content.
PLEASE CAREFULLY READTHESE TERMS OF SERVICE. BY ACCESSING ORUSING THE WEBSITE AND CONTENT, YOU AGREE THAT YOU
HAVE READ AND AGREE TO BEBOUND BY THESE TERMS OF SERVICE.
IF YOUDO NOT AGREE TO THESE TERMS OF SERVICE, PRODIGIEZ IS NOT WILLING TO PROVIDE YOUWITH ACCESS TO OR USE OF
THE WEBSITE AND CONTENT AND YOU MUST NOT ACCESS OR USETHE WEBSITE AND CONTENT.
These Terms of Service include the terms and conditions below and the privacy policy located at Privacy Policy (the “Privacy Policy”) relating to the Website.
You are responsible for compliance with these Terms of Service (including the Privacy Policy).
Unless You later enter into any other agreements with Prodigiez regarding the Website and Content, these Terms
of Service are the complete and exclusive agreement between You and Prodigiez regarding Your access to and use
of the Website and Content.
These Terms of Service supersede any prior agreement or proposal, oral or written, and any other
communications between You and Prodigiez relating to Your use of the Website and Content as a User of the
Website.
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DEFINITIONS. Terms used in these Terms of Service have the definitions given in these Terms of
Service or, if not defined in these Terms of Service,
have their plain English meaning as commonly interpreted in Australia, even if Prodigiez provides a
translated version of these Terms of Service.
To the extent any ambiguity or inconsistency exists between the English version of these Terms of Service
and a version in any other language,
the English (as interpreted in Australia) version of the Terms of Service controls. A reference to our
affiliates includes our related bodies corporate (as defined in the Corporations Act 2001 (Cth)).
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TERM. These Terms of Service are entered into as of the earlier of the date You first accessed or
used the Website and Content (the "Effective Date") and will continue until terminated as set forth herein.
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MODIFICATIONS. Prodigiez reserves the right, at any time, to modify the Website and Content, with or
without notice to You, by making those modifications available on the Website.
Prodigiez also reserves the right, at any time, to modify these Terms of Service. Prodigiez will inform You
of the presence of any changes to these Terms of Service by posting those changes on the Website or
by providing You with notice through the Website. Any modifications will be effective immediately upon
posting on the Website or delivery of such notice through the Website.
You may terminate these Terms of Service as set forth below if You object to any such modifications.
However, You will be deemed to have agreed to any and all modifications through Your continued use of the
Website and Content following such notice period.
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ACCESS.
4.1. Restricted Access. This Website is not available or intended for children under 16 years of age. You
may only use this Website if you are at least 16 years of age.
By using this Website, you represent that you are at least 16 years of age. We reserve the right to exclude
and deny access to any person that we believe in our absolute discretion is not at least 16 years of age.
4.2. To the Website. Subject to Your compliance with these Terms of Service, Prodigiez will permit You to
access and use the Website and Content solely for lawful purposes and only in accordance with these Terms of
Service and any other agreement
You agree to with Prodigiez before being given access to any specific aspects of the Website. Any additional
agreement is in addition to these Terms of Service and will govern Your use of the portions of the Website
to which
the additional agreement applies in the event of a conflict between the terms of these Terms of Service and
the additional agreement.
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CONTENT AND THIRD PARTY SERVICES.
5.1. Content. Unless otherwise noted on the Website, all Content available through the Website or Content,
including all text, audio, video, photographs, illustrations, graphics, testimonials, and other media, is
owned or licensed by Prodigiez other third party providers.
All Content is provided for informational purposes only and You are solely responsible for verifying the
accuracy, completeness, and applicability of all Content and for Your use of any Content.
Prodigiez has not verified the accuracy of, and will not be responsible for any errors or omissions in any
Content.
Prodigiez makes no guarantees regarding the accuracy, currency, suitability, or quality of any Content.
Except as set forth in this Terms of Service,
You are granted no licenses or other rights in or to any Content, or any IPR (as defined in section 9 below)
therein or related thereto.
If You would like to use any Content in a manner not permitted by this Terms of Service, please contact
Prodigiez at hello@Prodigiez.com.au
5.2. To Third-Party Services. The Website may provide You with the choice to access certain services
developed, provided, or maintained by other third-party service providers ("Third Party Services"). In
addition to the terms of these Terms of Service,
Your access to and use of any Third Party Services is also subject to any other agreement You may agree to
before being given access to the Third Party Services (each, a "Third Party Service Agreement").
The terms of any Third Party Service Agreement (which may include payment of fees) will apply to the
applicable Third Party Services provided under that Third Party Service Agreement in addition to the terms
of these Terms of Service,
but will not apply to any other services You may access through the Website.
Except as set forth in these Terms of Service, the terms of any Third Party Service Agreement will control
in the event of a conflict between the terms of these Terms of Service and that Third Party Service
Agreement.
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TERMINATION. These Terms of Service may be terminated by either party at any time, in that party’s
sole discretion, upon notice to the other party as permitted under these Terms of Service.
Except as otherwise stated in these Terms and Conditions, upon termination or expiration of these Terms of
Service for any reason: (1) all rights and subscriptions granted to You under these Terms of Service will
terminate;
and (2) You will immediately cease all use of and access to the Website and all Content and services
(including, without limitation, all Content You obtained prior to termination). Sections titled Definitions,
Termination, Suspension, Content and Third Party Service Providers, Website Technology, Ownership,
Representations and Warranties, Indemnity, Limitation on Liability, Data Privacy, Feedback, Claims of
Infringement,
Disputes, Governing Law and Venue, Notices, Linked Sites, and Additional Terms will survive any expiration
or termination of these Terms of Service.
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SUSPENSION. Without limiting Prodigiez’s right to terminate these Terms of Service, Prodigiez may
also suspend Your access to the Website or any Content, with or without notice to You, upon any actual,
threatened, or suspected breach of these Terms of Service or applicable law or upon any other conduct deemed
by Prodigiez, in its sole discretion, to be inappropriate or detrimental to the Website, Prodigiez,
or any other User or third party.
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WEBSITE TECHNOLOGY. The Website, Content, and the databases, software, hardware, and other technology
used by or on behalf of Prodigiez to operate the Website, and the structure, organization, and underlying
data,
information and software code thereof (collectively, the "Technology"), constitute valuable trade secrets of
Prodigiez. You will not, and will not permit any third party to:
(1) access or attempt to access the Technology except as expressly provided in these Terms and Use; (2) use
the Technology in any unlawful manner or in any other manner that could damage, disable,
overburden, or impair the Technology; (3) use automated scripts to collect information from or otherwise
interact with the Technology; (4) alter, modify, reproduce, or create derivative works of the Technology;
(5) distribute, sell, resell, lend, loan, lease, license, sublicense, or transfer any of Your rights to
access or use the Technology or otherwise make the Technology available to any third party;
(6) reverse engineer, disassemble, decompile, or otherwise attempt to derive the method of operation of the
Technology; (7) attempt to circumvent or overcome any technological protection measures
intended to restrict access to any portion of the Technology; (8) monitor the availability, performance, or
functionality of the Technology; or (9) interfere with the operation or hosting of the Technology.
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OWNERSHIP. Prodigiez retains all right, title, and interest, including, without limitation, all
intellectual property rights, proprietary rights, rights of publicity, rights of privacy,
and any and all other legal rights protecting data, information, or intangible property throughout the
world, including, without limitation, any and all copyrights, trademarks, service marks, trade secrets,
patent rights, moral rights, sui generis rights in databases, and contract rights (“IPR”), in and to the
Technology and any additions, improvements, updates, and modifications.
You receive no ownership interest in or to the Technology and You are not granted any right or license to
use the Technology itself, apart from Your ability to access the Website and Content under these Terms of
Service.
The Prodigiez name, logo, and all product and service names associated with the Website and Content are
trademarks of Prodigiez and its licensors and third party providers and You are granted no
right or license to use them.
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REPRESENTATIONS AND WARRANTIES
10.1. Mutual. Each party hereby represents and warrants to the other party that: (a) it has the legal right
and authority to enter into these Terms of Service; (b) these Terms of Service forms a binding legal
obligation on behalf of such party; and (c) it has the legal right and authority to perform its obligations
under these Terms of Service and to grant the rights and licenses described in these Terms of Service.
10.2. Compliance with Laws. You acknowledge that the Website is a general purpose online service and is not
specifically designed to facilitate compliance with any specific law. You represent and warrant to Prodigiez
that Your use of and access to the Website, including any Third Party Services, will comply with all
applicable laws, rules, or regulations (“Laws”) and will not cause Prodigiez itself or any other third party
to violate any applicable Laws. You should make your own independent inquiries and assessments with respect
to any services which are available or which are to be offered as well as any information you obtain from
this Website. Prodigiez is not responsible for notifying You of any such Laws, enabling Your compliance with
any such Laws, or for Your failure to comply. You agree that you will not use this Website to transmit any
false, inaccurate, or misleading information; upload any viruses or malicious code; engage in behavior that
is defamatory, obscene, indecent, threatening, or harassing; solicit login information, access protected
data or intercept personal information belonging to someone else; or use this Website or its content in
connection with unsolicited commercial messages.
10.3. Except as required by law, We do not assume any duty of care in relation to a Website, Content or any
information or material accessible from it. In many cases, information which is accessible from the Website
may be placed by third-parties. We are unable to warrant the accuracy of any such content provided by
third-parties including on any blogs, social medial pages or similar formats which we may maintain from time
to time.
10.4. No statement which is made on this Website is an endorsement by Us of any third-party, unless
otherwise specifically indicated by Us, or where required by law and you acknowledge that We do not and are
unlikely to be in a position to have verified the accuracy of statements provided to Us by third-parties.
10.5. No Warranties; Disclaimer.
10.5.1. Subject to any responsibilities which are implied by law including under the Australian Consumer Law
(“ACL”), THE WEBSITE AND CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE." PRODIGIEZ DOES NOT WARRANT OR
GUARANTEE THE ACCURACY, COMPLETENESS, ADEQUACY, OR CURRENCY OF THE WEBSITE, CONTENT, OR THE PRODUCTS OR
SERVICES ADVERTISED ON THE WEBSITE AND DOES NOT ENDORSE THE PRODUCTS, SERVICES, VIEWS OR OPINIONS THAT MAY
BE EXPRESSED IN THE CONTENT OR OTHER DATA, INFORMATION OR THIRD PARTY CONTENT THAT MAY BE PROVIDED THROUGH
THE WEBSITE. PRODIGIEZ EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH
REGARD TO THE WEBSITE, CONTENT, SERVICES AND OTHER SUBJECT MATTER OF THESE TERMS OF SERVICE, WHETHER
EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF FITNESS FOR A PARTICULAR
PURPOSE, MERCHANTABILITY, TITLE, OR NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY
PRODIGIEZ, ITS EMPLOYEES, OR SERVICE PROVIDERS WILL INCREASE THE SCOPE OF, OR CREATE ANY NEW WARRANTIES IN
ADDITION TO THE WARRANTIES EXPRESSLY SET FORTH IN THIS SECTION.
10.5.2. PRODIGIEZ MAKES NO WARRANTY THAT (a) THE WEBSITE OR CONTENT WILL MEET YOUR REQUIREMENTS; (b) THE
WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (c) THE RESULTS THAT MAY BE OBTAINED FROM THE
USE OF THE WEBSITE WILL BE ACCURATE OR RELIABLE; (d) THE QUALITY OF ANY CONTENT OR SERVICES OBTAINED BY YOU
THROUGH THE WEBSITE WILL MEET YOUR EXPECTATIONS; OR (e) ANY ERRORS IN THE TECHNOLOGY WILL BE CORRECTED. ANY
CONTENT OR SERVICES DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITE IS DONE AT YOUR OWN
DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA
THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. THE FOREGOING PROVISIONS SHALL BE ENFORCEABLE TO THE
MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
10.5.3. Our liability for a breach of a condition or warranty implied by law or otherwise, and which cannot
be excluded, is limited to the extent possible, at our option, to: (a) in the case of supply of goods, the
replacement of the goods or supply of equivalent goods, the payment of the cost of replacing the goods or
acquiring equivalent goods, the payment of the cost of having the goods repaired or the repair of the goods;
and (b) in the case of services, the supply of the services again, or the payment of the cost of having the
services performed again.
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INDEMNITY. You hereby agree to indemnify, defend, and hold harmless Prodigiez and its officers,
directors, shareholders, affiliates, employees, agents, service providers, contractors, assigns, users,
customers, providers, licensees, and successors in interest ("Indemnified Parties") from any and all claims,
losses, liabilities, damages, fees, expenses, and costs (including attorneys' fees, court costs, damage
awards, and settlement amounts) that result from any claim or allegation (“Claim”) against any Indemnified
Party arising in any manner from: (1) Your access to or use of the Website, or any Content; (2) Your
collection and disclosure of any Content, (3) Your violation of applicable Laws; and (4) Your breach of any
representation, warranty, or other provision of these Terms of Service or Third Party Service Agreement.
Prodigiez will use reasonable efforts to provide You with notice of any such claim or allegation, and
Prodigiez will have the right to participate in the defense of any such claim at its expense.
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LIMITATION ON LIABILITY.Subject to law, including any liability We may have under the ACL which
cannot be excluded, NOTHING IN THESE TERMS OF SERVICE OPERATE TO EXCLUDE, MODIFY OR RESTRICT THE APPLICATION
OF ANY PROVISION, THE EXERCISE OF ANY REMEDY, OR THE IMPOSITION OF ANY LIABILITY UNDER THE ACL. TO THE
EXTENT PERMITTED BY LAW (AND WHERE THE CONSUMER GUARANTEES UNDER THE ACL DO NOT APPLY) PRODIGIEZ OR ANY OF
ITS RELATED BODIES CORPORATE DO NOT ACCEPT ANY RESPONSIBILITY AND SHALL NOT BE LIABLE FOR ANY INDIRECT,
INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL LOSS OR DAMAGES, HOWEVER CAUSED, UNDER ANY THEORY OF
LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), ARISING IN
CONNECTION WITH OR OUT OF THE ACCESS TO OR USE OF THE WEBSITE AND CONTENT, EVEN IF PRODIGIEZ HAVE BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF YOUR CONTENT,
OPPORTUNITY, REVENUES, PROFITS OR REPUTATION, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE CONTENT,
GOODS OR SERVICES. PRODIGIEZ’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THESE TERMS OF SERVICE AND ALL
CONTENT PROVIDED UNDER THESE TERMS OF SERVICE OR THROUGH THE WEBSITE, WHETHER IN CONTRACT OR TORT OR
OTHERWISE, WILL NOT EXCEED $10. YOU AGREE THAT PRODIGIEZ WOULD NOT ENTER INTO THESE TERMS OF SERVICE WITHOUT
THESE LIMITATIONS ON ITS LIABILITY. IN JURISDICTIONS WHERE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR
INCIDENTAL LOSS OR DAMAGES IS NOT PERMITTED, PRODIGIEZ’S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT
PERMITTED BY LAW.
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DATA PRIVACY.You expressly consent to the use and disclosure of Your personally identifiable
information and other data and information as described in Prodigiez’s Privacy Policy. Notwithstanding
anything in the Privacy Policy, Prodigiez will have the right to collect, extract, compile, synthesize, and
analyze non-personally identifiable data or information (data or information that does not identify an
entity or natural person as the source thereof) resulting from Your access to and use of the Website or
Content. To the extent any such non-personally identifiable data or information is collected or generated by
Prodigiez, the data and information will be solely owned by Prodigiez and may be used by Prodigiez for any
lawful business purpose without a duty of accounting to You, provided that the data and information is used
only in an aggregated form, without directly identifying You or any other entity or natural person as the
source thereof.
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FEEDBACK.If You provide Prodigiez any feedback or suggestions regarding the Website and Content
(“Feedback”), You hereby assign to Prodigiez all rights in the Feedback and agree that Prodigiez shall have
the right to use such Feedback and related information in any manner it deems appropriate without a duty of
accounting to You. Prodigiez will treat any Feedback You provide to Prodigiez as non-confidential and
non-proprietary. You agree that You will not submit to Prodigiez any information or ideas that You consider
to be confidential or proprietary.
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DISPUTES.Except as otherwise provided below, the parties will attempt to resolve all disputes,
controversies, or claims arising under, out of, or relating to these Terms of Service, including the
formation, validity, binding effect, interpretation, performance, breach or termination, of these Terms of
Service and the arbitrability of the issues submitted to arbitration hereunder and non-contractual claims
relating to these Terms of Service (each, a "Dispute"), in accordance with the procedures set forth in this
Section. If any Dispute cannot be resolved through negotiations between the parties within five days of
notice from one party to the other of the Dispute, such Dispute will be finally settled through binding
arbitration under the arbitration of the Australian Centre for International Commercial Arbitration
("ACICA") in accordance with the ACICA Arbitration Rules then in effect (the "Rules"). Either party may
commence the arbitration by delivering a request for arbitration as specified in the Rules. The arbitration
will be conducted before a sole neutral arbitrator selected by agreement of the parties. If the parties
cannot agree on the appointment of a single arbitrator within 30 days (the "Initial Period") after either
party to these Terms of Service delivers a request for arbitration, a neutral arbitrator will be selected as
provided in the Rules. The arbitration will be conducted exclusively in the English language at a site
specified by Prodigiez in Sydney, Australia. The award of the arbitrator will be the exclusive remedy of the
parties for all claims, counterclaims, issues or accountings presented or pled to the arbitrator. The award
of the arbitrators will require payment of the costs, fees, and expenses incurred by the prevailing party in
any such arbitration by the non-prevailing party. Judgment upon the award may be entered in any court or
governmental body having jurisdiction thereof. Any additional costs, fees, or expenses incurred in enforcing
the award may be charged against the party that resists its enforcement.
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GOVERNING LAW AND VENUE.The interpretation of the rights and obligations of the parties under these
Terms of Service, including, to the extent applicable, any negotiations, arbitrations or other proceedings
hereunder, will be governed in all respects exclusively by the laws of New South Wales, Australia. Subject
to Section 15 (Disputes), each party will bring any action or proceeding arising from or relating to these
Terms of Service exclusively in the courts of New South Wales, Australia and You irrevocably submit to the
personal jurisdiction and venue of any such courts in any such action or proceeding brought in such courts
by Prodigiez.
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NOTICES.Unless otherwise specified in these Terms of Service, any notices required or allowed under
these Terms of Service will be provided to Prodigiez by postal mail to the address for Prodigiez listed on
the Website. Prodigiez may provide You with any notices required or allowed under these Terms of Service by
sending You an email to any email address You provide to Prodigiez, provided that in the case of any notice
applicable both to You and other Users of the Website, Prodigiez may instead provide such notice by posting
on the Website. Notices provided to Prodigiez will be deemed given when actually received by Prodigiez.
Notice provided to You will be deemed given 24 hours after posting to the Website or sending via e-mail,
unless (as to e-mail) the sending party is notified that the e-mail address is invalid.
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LINKED SITES. The Website and Content may contain links to third-party sites or content that are not
under the control of Prodigiez. If You access a third-party site or content from the Website, then You do so
at Your own risk and Prodigiez is not responsible for any content on any linked site. You may establish a
link to the Website, provided that the link does not state or imply any sponsorship or endorsement of Your
site by Prodigiez or any group or individual affiliated with Prodigiez. You may not use on Your site any
Content or marks appearing on the Website in establishing the link. You may not frame or otherwise
incorporate into another site the content or other materials on the Website without prior written consent.
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ADDITIONAL TERMS. Unless otherwise amended, these Terms of Service will exclusively govern Your
access to and use of the Website and Content, and is the complete and exclusive understanding and agreement
between the parties, and supersedes any oral or written proposal, agreement or other communication between
the parties, regarding Your access to and use of the Website and Content. All waivers by Prodigiez under
these Terms of Service must be in writing or later acknowledged by Prodigiez in writing. Any waiver or
failure by Prodigiez to enforce any provision of these Terms of Service on one occasion will not be deemed a
waiver by Prodigiez of any other provision or of such provision on any other occasion. If any provision of
these Terms of Service is held to be unenforceable, that provision will be removed to the extent necessary
to comply with the law, replaced by a provision that most closely approximates the original intent and
economic effect of the original to the extent consistent with the law, and the remaining provisions will
remain in full force. The prevailing party in any lawsuit or proceeding arising from or related to these
Terms of Service will be entitled to receive its costs, expert witness fees and reasonable attorneys’ fees,
including costs and fees on appeal. You agree that each of Prodigiez’s service providers shall be considered
a third party beneficiary of the above provisions, with all rights to enforce such provisions as if a
service provider were a party to these Terms of Service. Neither these Terms of Service nor any rights or
obligations of You hereunder may be assigned or transferred by You (in whole or in part and including by
sale, merger, consolidation, or other operation of law) without the prior written approval of Prodigiez. Any
assignment in violation of the foregoing will be null and void. Prodigiez may assign these Terms of Service
to any party that assumes Prodigiez’s obligations hereunder. The parties hereto are independent parties, not
agents, employees or employers of the other or joint venturers, and neither acquires hereunder any right or
ability to bind or enter into any obligation on behalf of the other.
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Dispatch and Delivery. Once the payement is confirmed one of our team member will get in contact with you
for further details in regards to the dispatch and delivery of the Product/Services to be carried out by our
technical specialist at your site for Installation/Assembly/Truobleshoot.
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Returns and Refund. In case of refund or claim, our team will come in contact with the customer directly to
carry out checks for the reason of claim. No refund will be done in case of any damage occurred at client place after
initial installation of the hardware provided. Regular checks will be carried out for the quality of Software or Application provided
in order to make sure the product in running smooth. Websites created will have a revision of upto 3 times with maintainence charges
beyond that to be occurred. Any design related products such as logos etc will have no return or refund in any case once supplied.
Effective as of February 25, 2022
Last Revised February 25, 2022