AboutContact
1. Introduction
The following Terms and Conditions of Trade are to be read in conjunction with any agreement, quotation, invoice or statement issued by Lantern Corporation Pty Ltd. These Terms and Conditions apply to work undertaken by Lantern as well as any advice, products or services provided or supplied by Lantern.
By engaging Lantern to complete a project for you these Terms and Conditions become a legal agreement between you and Lantern Corporation Pty Ltd. Please read it carefully. You can always access and review these Terms and Conditions upon request through your Project Manager.
If you have any enquiries regarding any of the underlying terms, please do not hesitate to contact us directly at info@lanterncorp.com.au
2. Terms and Definitions of Any Agreement
For the purposes of these Terms and Conditions:
2.1. The following Definitions apply:
2.1.1. Lantern means Lantern Corporation Pty Ltd (ABN 52 145 036 595)
2.1.2. Customer means the person, company, trust or business entity which has engaged Lantern to provide advice, products or services.
2.1.3. Order Form means the Lantern contract or Project Charter Document signed by or on behalf of the Customer, which specifies the Services and Plan the Customer requires from Lantern.
2.1.4. Plan means the particular business solution selected by Customer from the range of solutions offered by Lantern on the Lantern website and printed promotional material, and specifies each of the components of that solution relating to the Plan.
2.1.5. Privacy Law means and includes the Privacy Act (Cth) 1988, and any other law, statute or code in Australia that regulates the dissemination and use of information about or concerning an individual person or corporation.
2.1.6. Project means any service Lantern is asked to provide that is specific to that client and made up of a number of smaller tasks. Each project is given it’s own unique project code and assigned a Lantern appointed project manager.
2.1.7. Provisioning in relation to services provided under the Plan selected by Customer means Lantern doing everything necessary to set up and manage those services, and includes configuring and programming its equipment, networks and systems to enable all options selected by Customer.
2.1.8. Regulatory Authority means and includes the Australian Communications and Media Authority, the Australian Competition and Consumer Commission, the Australian Communications Industry Forum Limited, the Telecommunications Industry Ombudsman, the Internet Industry Association, the Asia Pacific Network Information Centre, authorised domain name registrars, and any other competent government or statutory body or authority having jurisdiction over Lantern.
2.1.9. Service or Services means the service or Services set out in the Plan or Project selected by Customer and any related Hardware, Software and additional services which Lantern supplies in connection with the Service or Services.
2.1.10. Supplier means any supplier of goods or services (including without limitation interconnection services) used directly or indirectly by Lantern to supply Services under this Agreement.
2.1.11. Term means the period of the Plan or Project selected by Customer and Subsequent Term means any further period for which this Agreement is automatically extended pursuant to clause 14.1.
2.1.12. User means any person or entity authorised by Customer to access and/or use the Services, and includes any person accessing any Customer website, photo, video, event, design, publication or any other content or material generated by Lantern.
2.2. These terms are incorporated into any invoice, quote, statement, variation, contract, email or similar agreement supplied by Lantern to the Customer.
2.3. This Agreement represents the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior and/or contemporaneous agreements and understandings between the Parties with respect to the subject.
2.4. These terms and conditions supersede any conditions contained in a Customer-generated order unless Lantern has expressly agreed in writing by initialing each such requested Customer Term(s).
2.5. No variation waiver, or cancellation of the Agreement will be effective unless signed in writing by each party and any failure by Lantern to enforce any clause of this Agreement will not be construed as a waiver of Lantern’s rights under this agreement.
3. Project Timelines
3.1. Any time frames specified by Lantern are an estimation only and projects can be delayed by a number of factors including (but not limited to) non compliance by the Customer with the instructions to or requests from Lantern, incorrect content being supplied to Lantern and Lantern being unable to contact the Customer for prolonged periods of time. The Customer must ensure that Lantern has accurate contact details for them.
3.2. The Customer must make every effort to follow the instructions provided by Lantern and provide the required information to Lantern in order to facilitate delivery times and correct specifications.
3.3. Delays in providing the required information to Lantern may result in delays in product delivery and also may result in the Customer incurring additional charges for administration time.
3.4. Lantern will make all reasonable efforts to provide the product or service by the estimated date but does not accept liability for any costs incurred, loss or damage (including consequential loss or damage) compensation or loss of earnings due to any failure to meet agreed deadlines.
3.5. In order to enable Lantern to complete the project within a reasonable time frame, Lantern may move the Customer project to the next stage of development in circumstances Where:
3.5.1. Lantern does not receive any feedback or changes from the Customer within requested; or 14 days of such items being
3.5.2. Lantern does not receive content from the Customer within 14 days of it being requested.
3.6. In the event that Lantern does not receive any final changes to be made to the project from you within 14 days of having requested such details from the Customer, then Lantern reserves the right to hand over the project to the Customer, at which time final payment will become immediately due and payable.
3.7. Unless otherwise agreed in writing, charges for work undertaken are based on work being carried out during “Normal Working Hours” being (0830 to 1730) Monday to Friday except for public holidays and subject to alteration by Lantern.
3.8. The Customer agrees to pay for any additional costs arising from any alteration to the above specifications required by the Customer including any interruption or delays by the Customer, its employees, agents or other representatives during the course of work performed.
3.9. If it becomes necessary to pay any additional allowances, other than a State or Federal Award or amounts in excess of any current workplace agreement applicable to the type of work being performed, these costs will be added to Lantern’s fee (which means all amounts payable under any Agreement by the Customer to Lantern for the Advice, Products and Services).
3.10. If Lantern is delayed in reaching completion of the services by the date agreed between the parties by an event outside of its control then Lantern shall be entitled to a reasonable extension of time to complete the services.
3.11. The Customer agrees to pay for any variations to the services required by the Customer that are not included on the original agreement.
4. Form of Agreement
4.1. All Contracts or Agreements must be completed only on documents provided by Lantern. Any changed or additional items must be provided in writing, signed by the Customer and a Lantern representative, and must be subject to relevant clauses contained herein. All Contracts and Agreements between Lantern and a Customer that is a business or a proposed business are legally binding from the time of signing and do not provide for a cooling off period.
5. Content, Design and Package Restrictions
5.1. Each project has certain design and functionality restrictions. It is the Customers responsibility to understand these restrictions prior to commencing any project. The Customer should discuss any queries they may have with their project manager or consultant and also refer to the examples Lantern may have provided to them which fall within their budget range, and refer to any documentation that Lantern has provided to the Customer.
5.2. During various stages of the design process Lantern will request from the Customer certain information and content. The Customer should ensure that the information and content that they provide to Lantern is correct and is their final version. Lantern cannot accept any revised content once the Customer has submitted their content. Any revisions to content may result in you incurring additional costs.
5.3. Lantern uses the content in the form that is provided to Lantern by the Customer and does not conduct spelling or grammar checks. Lantern will not write the Customer content for them unless the Customer has requested that this. The Customer is solely responsible for any content they submit for any project and accordingly Lantern will treat the submitted content as the final version of that content.
5.4. Lantern includes a set number of rounds of changes during its projects production process. The standard number of rounds of changes at key milestones is 2. Any extra changes required by the Customer may incur additional costs.
5.5. Changes must be submitted in one email and one email of changes (within the scope of the project) is considered one round of changes. In the event that Lantern makes any mistakes or omissions in implementing the changes that you have requested, Lantern will rectify this at its own expense.
5.6. The Customer ensure that they limit their changes to comply with the agreed specifications. Failure to do this may result in the Customer incurring additional costs.
5.7. Unless otherwise agreed upon, Lantern may include a link to its own website at the footer of a Customer site, in the credits or titles of a video, as a watermark over photos taken, or includes it’s logo or a website link in any additional design paraphernalia or components and, where such link is so included, the Customer must not take any steps to remove this link. Lantern reserves the right to change any such links from time to time at the cost and expense to Lantern.
6. Customer Responsibilities
6.1. The customer must advise Lantern of the existence of any authority, agreement or arrangement that the Customer has with any other party that may limit or impact on any advice, design work or supply of other products or services. This shall include but is not limited to any authority to use brand names or other intellectual property of any party.
6.2. The customer must ensure that any premises or locations where Lantern representatives must attend on behalf of the customer will at all times be a safe working environment and (without limitation) will not contain asbestos or similar hazards.
6.3. The Customer is expected to fully test or review any plans, application, site, photo, video, publication, schematics or programming relating to the project or production developed by Lantern for them before making such components generally available. Where "bugs", errors or other issues are found after any component is live, Lantern shall endeavor (but is not obliged to) to correct these issues to meet the standards of function outlined in these terms and conditions.
7. Fees and Payment Terms
7.1. The total cost of the Customer Plan or Project and any fees are set out in the quote provided to them by Lantern, the scope of work and any ad hoc quotes that may be provided to the Customer by Lantern from time to time. Details regarding costs can also be obtained from the Customers Project Manager by request. The Customer must ensure that they are aware of any costs and ongoing fees before they elect to proceed.
7.2. Any monthly fees attached to the Customer Plan must be paid in full in order to ensure service continuity. The Customer services may be suspended or discontinued if your fees fall overdue outside of Lantern payment terms.
7.3. The Customer initial consultations are included in your quoted project cost and form part of their deposit. If the Customer does not decide to proceed with Lantern, they will not be liable for this cost unless otherwise agreed.
7.4. Unless otherwise agreed in writing Lantern standard payment terms for any project are as follows:
7.4.1. 50% of the total project cost will be required as an upfront deposit in order to get your project started. This also includes the cost of any initial consultations.
7.4.2. The balance of the total project costs shall be payable once your project is finished and prior to Lantern handing over any finished works.
7.5. Lantern requires final payment and credit card authority forms to be provided in respect of any ongoing fees and such forms are to be returned to Lantern before Lantern will make the Customer project live. The final balance payment and credit card authority form must be returned to Lantern upon completion of the Customer project (before going live) unless otherwise agreed.
7.6. Any extras requested during the process shall be added to the total project costs and will be payable at the stages outlined above. Please note that extras outside the Plan specifications will incur additional charges which Lantern will inform the Customer of before proceeding.
7.7. If the Customer requires Lantern to make changes to your project after your project is handed over to them, the Customer will be required to pay for this work at the hourly rate or in accordance with Lantern standard prices as quoted. Lantern reserves the right for all such work to be paid upfront and will be quoted for on request.
7.8. If Lantern has difficulties contacting the Customer for prolonged periods of time or does not receive required feedback from them, the Customer may incur additional charges and delays in delivery of a project if un-contactable for more than 14 days, Lantern may suspend the project indefinitely or end the Customer project without further notice to them. If your project is suspended or ended, then the final payment will be due and payable immediately to Lantern. To resume the project the Customer will need to pay a $199 re-instatement fee and the decision regarding whether the project will be resumed shall rest solely with Lantern.
7.9. Lantern can put the Customer project on hold if your circumstances change, in which case the Customer will be required to make the next payment due and then the project will be placed on hold until such time as you are ready for it to proceed. The Customer will not be charged any additional costs to resume your project in these circumstances.
7.10. Please note that paying the deposit on any project shall signify the Customer agreement and commitment to complete the project with Lantern and the Customer agreement to make full payment to Lantern. Payment in full of the total Plan costs will be required in the event that the Customer does not wish to proceed with the project after such time as they have paid the deposit and are outside the refund period.
7.11. The Customer shall remain liable for all fees incurred by Lantern during any period when their project has been suspended or discontinued due to their failure to comply with these terms and conditions. In addition, the Customer must pay all costs in full without any set off, counter claim or deduction unless first agreed to in writing by Lantern.
7.12. Please note that interest at the rate of 14% per annum shall accrue on any amounts outstanding in excess of Lantern payment terms from time to time.
7.13. If accounts are not settled and Lantern has not been contacted regarding the delay, access to the Customer services may be denied and, depending on the nature of the project, certain works may be removed or taken offline.
7.14. Payment of Domain Names Fees: Lantern will notify Customer of fees for registration and/or renewal of domain names. Under ICANN policies Registrars are not permitted to solicit nor pay fees on behalf of Customers for renewal of Domain names. It is Customer’s sole responsibility, on receiving a notice for renewal of a Domain name, to promptly pay all fees for renewal or risk loss of the Domain name. Neither Lantern nor Domain Name Registrar accepts liability for any failure, for any reason whatsoever, to renew a Domain name on a timely basis.
7.15. Delays in Payment of Domain Name Fees: Lantern cannot take action to register or renew Domain names until in each instance it has received payment for the particular service. Customers must allow 3 business days to elapse after making payment and issuing instructions to Lantern to register or renew a Domain name before Lantern is able to process the application or renewal. Neither Lantern nor Domain Name Registrar accepts liability for failure to register or renew a Domain name through delays of Customer in making payments and/or arising out of administrative delays, acts or omissions of Customers or third parties or out of automated systems failures.
7.16. Refund of Initial Fees: Customer is solely responsible for selecting the Services appropriate to its requirements. Once a Plan or Project has been ordered, Lantern will not issue a refund of the initial payment of fees unless:
7.16.1. Customer makes a request for a refund within 24 hours of the initial payment of fees; and
7.16.2. Lantern has not irrevocably committed itself to expenses associated with the supply of services selected by Customer.
7.17. An administration fee of $199 will apply to all refunds.
7.18. Unless otherwise expressly stated, the fees are exclusive of GST, other taxes, duties and charges imposed or levied in Australia or overseas in connection with this Agreement, such amounts being payable by the Customer;
7.19. If GST is payable in respect of any Fees, then the amounts charged pursuant to this Agreement are to be increased so that Lantern retains an amount equal to the original fee after payment of the GST.
7.20. Standard Payment Terms
7.20.1. In the case where a discount, the discount only applies if all payments are received on time as agreed.
7.20.2. If the agreed terms are not meet, Lantern reserves the right to revoke the discount and request the total value of the marketing contract. Lantern may also cancel the payment terms and demand full payout of the marketing contract.
7.20.3. There is a 14% flat interest charge on the total amount to be paid over terms no matter what period of time is involved.
7.20.4. Payment must be received within 14 days of signing the any agreement to services, except where marked differently by a Lantern representative.
7.20.5. Acceptable forms of payment include cash, cheque or direct debit.
7.20.6. Discounts are not available for printing, manufacturing, media buying, distribution, Adwords, trademark application, company registrations, smart number auction and purchase and any other product or service that Lantern outsources on the customer’s behalf.
8. Invoices
8.1. Once Lantern posts, faxes or emails an invoice or statement to a Customer the Customer agrees that you have received it.
8.2. If you do not provide written notice to us of any objection or complaint within seven days of this receipt, then you agree that:
8.2.1. The amount is owing, and
8.2.2. The amount on the statement is accurate;
8.2.3. The onus will be on the Customer to prove otherwise thereafter;
8.2.4. If you do wish to make any counterclaim, or set-off against us, then you agree and undertake to pay the amount claimed on all outstanding invoices owed to us in full, before:
8.2.4.1. You make any such claim; and
8.2.4.2. Praise any dispute to a demand served pursuant to section 459E of the Corporations Act 2001.
8.3. Lantern will issue and post and/or email invoices in accordance with its billing cycle, as from time to time notified to Customer:
8.3.1. For fixed or recurring charges, in advance;
8.3.2. For variable charges in arrears;
8.3.3. Otherwise as notified by Lantern from time to time.
8.4. Payment Authorities: Customer hereby authorizes Lantern to debit all fees under any invoices rendered by it under this Agreement, as the Customer chooses, to its nominated Bank Account or to Customer’s nominated credit card and all subsequent renewals of that credit card.
9. Quotation or Price Validity
9.1. Unless otherwise agreed in writing, any quotation provided either verbally or in writing by Lantern may be accepted by the Customer up to 30 days from the quotation date, after which Lantern reserves the right to amend or withdraw such quotation without notice.
9.1.1. All quotations are exclusive of GST. Such GST will have the meaning of a tax, impost or duty on goods, services or other things introduced by a Government Authority either before, on, or after the quotation has been given.
9.1.2. Quotations may not include any incidental charges that Customer may not have been made aware by Lantern and or by a Lantern representative.
10. Warranties
10.1. Sole Warranties: Lantern warrants that
10.1.1. Any product or services will be supplied with due care and skill and that any material supplied in connection with the Service is reasonably fit for the purposes for which it is supplied and that all information provided to Lantern by the Customer or on the Customer’s behalf is accurate and is not misleading, whether by omission of information or otherwise;
10.1.2. The use of the Customer Data by Lantern in accordance with any Agreement will not infringe the Intellectual Property Rights of any third party;
10.1.3. The Customer has not withheld from Lantern any information, document, or other fact or material that may be relevant to the decision by Lantern to enter into any Agreement;
10.1.4. The Customer did not rely on any other representation made at any time to the Customer by Lantern or any related body that is not included in writing in such Agreement.
10.2. Exclusion of All Other Warranties: With the exception of the warranties set out in clause 22.1 and to the full extent permitted by law, all other express or implied warranties, representations, terms and conditions regarding Services, Hardware and/or Software and their use or regarding the Agreement are hereby expressly excluded.
10.3. Limitation of Liability: Lanterns liability for breach of the warranties set out in clause 22.1 is limited at its option to the resupply of Services, or payment of the cost of having the Services supplied again. In no event shall Lantern be liable for any loss of data, loss of profits, cost of cover, or any other special, incidental, consequential, indirect or punitive damages, however caused and regardless of theory or liability, notwithstanding that Lantern has been made aware or advised of the possibility of such damages.
10.4. Payment Warranties. The Customer warrants that:
10.4.1. The Customer agrees to pay Lantern the fees specified in this Agreement within set terms of the date of invoice without set-off, deduction or discount of any kind. Unless otherwise agreed to by Lantern in writing, all amounts payable hereunder shall be due to Lantern within seven days of the invoice date.
10.4.2. Lantern reserves the right to issue progress invoices for materials and/or labour expended on work in progress and to place into bond any products or materials which cannot be accepted for delivery to Customer and invoice the full value thereof.
10.4.3. Lantern shall have the right to issue a notice of default, requesting the Customer to pay the amount of any fee within the time specified in the notice. The Customer will be required to pay Lantern the fees due upon receipt of this notice and pay all reasonable expenses, including legal costs incurred in the enforcement of the notice of default.
10.4.4. Payment of fees is a fundamental term of this Agreement and to the maximum extent permitted by law, Lantern will have no liability to the Customer for acts or omissions or work required to be undertaken by Lantern if the circumstance or event which would otherwise give rise to liability occurs at a time when the Customer is in breach of payment obligations to Lantern.
10.4.5. The Customer agrees that it must pay all outstanding invoices before commencing any legal process.
10.4.6. Adequate funds will be available to meet any payment/s authorised in any agreement.
10.4.7. Customer will not withdraw such payment authority without the express written agreement of Lantern management.
10.4.8. Should funds not be available at the scheduled time of payment Customer agrees to pay any fees of charges incurred by Lantern in relation to such non-payment.
10.4.9. In the event of any dispute all agreed fees, expenses and payments as detailed in the agreement will be paid in full before any action is taken in any other forum and such agreed fees, expenses and payments will not be withheld for any reason.
10.4.10. In the event of non-payment of agreed fees and charges by the due date, by giving notice in writing of seven days Lantern at its sole discretion may apply a compounding interest rate of 2% per month on all outstanding amounts.
10.4.11. Such interest will apply from the end of such seven days’ notice in writing.
10.4.12. Lantern will issue tax invoices as works are completed of progress payments are scheduled to be made.
10.4.13. If a Customer requires additional copies of invoices or a reconciliation of payments made an administration fee of $250.00 +GST will apply in each instance.
10.4.14. In the event that Customer fails to meet the agreed payment terms Customer will be responsible to pay all of the debt recovery costs of Lantern as detailed below:
10.4.14.1. Serving a Statutory Declaration $1,000.00 +GST
10.4.14.2. Sending a Letter of Demand $300.00 +GST
10.4.14.3. Commencing court proceedings $1,000.00 +GST
10.4.14.4. Entering a default judgement $1,000.00 +GST
10.4.15. In the event of Customer unsuccessfully disputing the debt then Customer will indemnify Lantern against all costs and fees which are to be set at the rates applied by the Supreme Court of the relevant State.
10.4.16. The Customer agrees to deliver written notice of any error in any invoice or statement of account to Lantern within three days after the day that the invoice or statement of account is dated. The invoice or statement of account shall be deemed to be correct and accepted as rendered, unless Lantern has received the Customer’s written notice to the contrary within the above time period.
10.4.17. Adwords management fee is 20% of the total monthly spend with Google
10.4.18. Once a job has written approval from the client, future revisions and amendments will be undertaken on a fee for service basis.
11. General Provisions
11.1. Lantern advises and the Customer accepts that, unless otherwise stated in writing:
Unless purchased in Customer name initially, all Domain names for mini sites are owned by Lantern and ownership of such domain names may be transferred to clients if required on the payment of $60.00 +GST registration plus $150.00 +GST transfer fee;
11.2. Lantern cannot guarantee specific enquiry or business outcomes from advertising or marketing activities;
The
11.3. Customer is aware that once websites and mini sites are completed, search engines may take from two week to 15 weeks or longer to commence ranking those sites;
11.4. Search engines advise that no company, including Lantern, can guarantee that a website or mini sites will rank on the first page of the search engines results so Lantern does not make that guarantee.
11.5. Public Relations is not a controlled medium. Lantern does not guarantee the performance of any PR actions including media coverage, accuracy of message communicated and context of message published.
11.6. If a client registers their own domain names, Lantern accepts no responsibility for the correct setup of the domain name, any resulting malfunctions of the site, or possible impacts on the business if the domain names are not renewed on time each year. Such client is responsible for any additional charges to arrange the correct setup.
11.7. One day of photography includes six hours of shooting and two hours of editing at a maximum of two locations per day. Travel is included up to one hour from the capital city of the client’s business location. Studio hire and sourcing talent is not included in photography cost.
11.8. Lantern guarantees to get 50% of phrases on the first page of Google within six months. If we fail to achieve this, we continue to work free of charge for a further six months; providing the client accepts the first list of recommended keywords.
11.9. Lantern will not be held liable for the introduction of new search results ranking algorithms or any changes made to existing search results ranking algorithms as released by Google or any other entity that affects the performance of any Search Engine Socialisation, Search Engine Optimisation, Ongoing Content Management campaign or any other online marketing products and services.
11.10. By accepting or signing any Lantern marketing contract or agreement, the customer understands that keywords used in Search Engine Socialisation, Search Engine Optimisation and other online marketing services are not exclusive and that Lantern reserves the right to simultaneously manage campaigns for different customers using the same or similar keywords.
11.11. Unless otherwise discussed and agreed upon with a Lantern staff member, Lantern will dispose of the raw footage used in video productions after six months from producing the production or choose to retain such footage and use it for it’s own purposes which may include using it as stock footage for financial gain.
11.12. Lantern is not a Human Resources consultant and will act under your instruction in compiling induction packs; work place health and safety manuals and any other HR related product or services. Any policies written for HR related service act as a basic template and may need to be reviewed by a lawyer or HR specialist in the customer’s industry / sector and that it is the customer’s responsibility to continuously update HR documentation so it accurately reflect the workplace is compliant with industry regulations. Lantern will not be held liable for any losses, damages, injury or death associated with the workplace health and safety manual, staff induction pack or any other HR related service.
11.13. Customer shall have no right, title, or interest of any kind whatsoever in the Software, Hardware, documentation, or any copyrights, patents or trademarks, embodied or used in connection therewith, except for the limited license to use the Hardware and Software provided in this Agreement.
11.14. The Customer may not transfer its rights or obligations under this agreement to, or share them with, anyone without prior written consent of Lantern. Lantern may transfer its rights or obligations under this agreement to, or share them with, anyone on notice to the Customer.
12. Acceptable Use Policy and Use of Services
12.1. Customer agrees and acknowledges that it has read Lanterns Acceptable Use Policy and agrees and undertakes that it will at all times observe and comply with that Acceptable Use Policy, as may be amended from time to time and made freely available on request.
12.2. Customer acknowledges and agrees that it is solely responsible for all information, material, content or data (“Content”) of any postings, data or transmissions utilizing the Services or any other use of the Services by Customer or User.
12.3. Removal of Offending Content: Customer acknowledges that Lantern has the right to remove Content in accordance with the terms of the Acceptable Use Policy, including without limitation and without notice to Customer any Content deemed by Lantern in its sole opinion to breach or offend its Acceptable Use Policy, or to suspend Services or disconnect or deny access to Services if in its sole opinion it deems Content to breach or offend its Acceptable Use Policies.
12.4. Suspension: Customer acknowledges that Lantern is entitled to suspend or cancel Services, permanently or temporarily, if Customer breaches the Acceptable Use Policy and that if at any time Lantern does suspend or cancel the Services, the Customer remains liable for any charges incurred:
12.4.1. Through unusual usage; and
12.4.2. Where the suspension is temporary, during such suspension.
12.5. Customer agrees to and shall hold harmless and indemnify Lantern against any loss, expenses, liability, damages or claim made against it by any party whatsoever (including without limitation Customer, a User or any party claiming through Customer) which Lantern may suffer, directly or indirectly, resulting from or arising out of Customer’s or User’s breach of the Acceptable Use Policy or the misuse or abuse of the Services in any way whatsoever by Customer or any User.
13. Release of Information to Authorised Agencies
13.1. In order to comply with, and subject to, any applicable laws, including without limitation the Telecommunications Act 1997 and the Telecommunications (Interception) Act 1979, Lantern may at any time:
13.1.1. When required by a warrant issued by a Regulatory Agency or an authorised law enforcement agency or court, intercept or monitor Services, or enable another person authorised by a warrant issued by a Regulatory Agency or an authorised law enforcement agency or court, to intercept or monitor Services, including data hosted on or being transmitted through Services;
13.1.2. Monitor and/or examine use of Services, including email, records and other data in the course of installation, connection or routine maintenance of the Services, but only to the extent permitted by legislation;
13.1.3. Suspend Services; and/or
13.1.4. Release information obtained by any of these actions to any Regulatory Agency.
13.2. Indemnity. Customer agrees to and shall hold harmless and indemnify Lantern against any loss, expenses, liability, damages or claim made against it by any party whatsoever (including without limitation Customer, a User or any party claiming through Customer or a User) which Lantern may suffer, directly or indirectly, resulting from or arising out of any actions taken by it pursuant to clause 25.1.
14. Severability
14.1. These terms and conditions shall, so far as possible, be interpreted and construed so as not to be invalid, illegal or unenforceable in any respect, but if a provision, on its true interpretation or construction is held to be illegal, invalid or unenforceable:
14.1.1. That provision shall, so far as possible, be read down to the extent that it may be necessary to ensure that it is not illegal, invalid or unenforceable and as may be reasonable in all the circumstances so as to give it a valid operation; or
14.1.2. If the provision or part of it cannot effectively be read down, that provision or part of it shall be deemed to be void and severable and the remaining provisions of this Agreement shall not in any way be affected or impaired and shall continue notwithstanding that illegality, invalidity or unenforceable nature.
15. Term and Termination
15.1. This Agreement shall be effective for the term (“Term”) of the Plan or Project selected by Customer. Unless Customer gives at least 30 days written notice of termination prior to the expiration of the Term, this Agreement shall automatically be extended for a further period identical to the period of the initial Term, which further period shall be referred to as “the Term” or “Subsequent Term”, and where appropriate any reference in this Agreement to Term shall be deemed to include a reference to a Subsequent Term.
15.2. Mutual Termination: This Agreement shall be terminated prior to the expiration of the Term in the following circumstances:
15.2.1. Either party gives written notice of a material breach of this Agreement, and the breach is not remedied within 30 days after receipt of the notice; or
15.2.2. If either party goes into administration or liquidation either compulsorily or voluntarily (save for the purpose of reconstruction or amalgamation) or if a receiver is appointed in respect of the whole or any part of its assets or if either party makes an assignment for the benefit of or composition with its creditors generally or threatens to do any of these things, and in either event the other Party gives notice that it elects to terminate the Agreement which notice shall be effective immediately.
15.3. Other Termination: Lantern may terminate this Agreement by giving reasonable notice to the Customer prior to the expiration of the Term set out if:
15.3.1. A Regulatory Authority directs it to do so; or
15.3.2. A Supplier terminates an agreement to supply services to Lantern, and as a consequence Lantern is unable to supply Service(s) to Customer through an alternative Supplier on reasonable commercial terms.
16. Defaults
16.1. In the event of the Customer’s refusal to accept a product or other ways defaults, Lantern at its discretion and option shall be entitled to retain all monies paid by the Customer on accounts as liquidated damages.
16.1.1. If the Customer fails to make any payments when due, or if there is a breach of any covenant or agreement by the Customer, or if Lantern deems itself insecure, then the Customer shall be deemed in default and Lantern shall have, at its option, the right to take immediate possession of the goods, and or declare all unpaid amounts immediately due and payable and or suspend delivery of any products or service to the Customer and to withdraw any such products or services already provided under the Agreement.
16.1.2. Lantern shall be entitled to settle for any amount owed by the Customer or any of the Customer’s related entities against any amount payable to Lantern in connection with any unpaid monies due to Lantern.
16.1.3. A waiver by Lantern of any breach or default shall not constitute a waiver of any subsequent breach or default.
17. Consequences of Termination
17.1. In the event of termination of the Agreement prior to the expiration of the Term by reason of a default by Customer or by reason of actions by or on behalf of Customer, all amounts which would have become due and payable under the Agreement had it continued in effect until the expiration of the Term shall immediately become due and payable, and Customer shall immediately pay all amounts so becoming due and payable. If Customer has made a payment for services in advance, Lantern will apply the balance of any such payment remaining (calculated on a pro rata basis) against any amounts due and payable by the Customer, but in no other case shall Customer be entitled to a refund of such payment.
17.2. In the event of termination of the Agreement prior to the expiration of the Term, and on the expiration of the Term, Lantern will bill Customer for all services up to date of termination, and Customer will immediately pay that invoice and any other outstanding invoices.
17.3. On the expiration of the Term or on termination of the Agreement, Lantern will immediately cancel Services, and Customer will immediately cease using Services and any Software and Hardware provided under this Agreement.
18. Limits of Liability
18.1. To the maximum extent permitted by law, Lantern will not be liable for any ordinary, incidental, consequential or special loss or damage (including but not limited to loss of profits, loss of data and loss of personnel) arising out of any Agreement or the use of the Products even if appraised of the likelihood of such loss or damage occurring.
18.2. The liability of Lantern for any of the matters referred to in these Terms and Conditions shall be limited to the lesser of:
18.2.1. The minimum required by The Trade Practices Act (Cth) 1974; or b. $100.00 (one hundred dollars).
18.2.2. This limitation of liability applies:
18.2.2.1. To any personal injury, or loss of, damage to, or delay in relation to any goods or in relation to any services provided under any circumstances whatsoever;
18.2.2.2. To any negligent or wrongful act or deliberate act or default on the part of contractors of Lantern, its agents, servants or subcontractors;
18.2.2.3. To any mis-delivery, delay or non-delivery (whether any specific time for delivery has been agreed or not);
18.2.2.4. To any breach of contract or tortious duty;
18.2.2.5. To any consequential loss for whatever reason and under any circumstances;
18.2.2.6. For any failure or delay in performance hereunder due in whole or in part to strikes, work stoppages, fire, acts of terrorism, accidents, wars, rebellions, civil commotion, public strife, acts of any government, whether legal or otherwise, acts of public enemies, forces majeure, or qualified labour, or any other causes beyond the reasonable control of Lantern;
18.2.2.7. For any delays or inabilities to obtain product because of the actions of a supplier to Lantern.
18.2.3. On entering into this contract, the Customer does so not only on behalf of the business but also as a personal guarantee to abide by all aspects of the Agreement
18.2.4. The Customer shall defend, indemnify and hold harmless Lantern from and against all claims, costs and demands whatsoever and by whosoever made in relation to or arising out of the goods and services provided, in excess of the liability of Lantern under the terms of these conditions and without prejudice to the generality of this clause, this indemnity shall cover all product failures, claims, costs and demands arising from or in connection with the negligence or wrongful or deliberate acts of Lantern, its contractors, servants, sub–contractors and agents.
18.2.5. In the event of the Customer having any claim regarding the quality or supply of advice, products or services by Lantern the Customer will pursue those rights exclusively through available legal channels and will not engage in any public act or generate or add comment in any public forum that will harm the business of Lantern or any of its operations.
18.2.6. Subject to any Commonwealth or State law that limits Lantern’s right to restrict its liability or implies any warranty or condition or imposes any obligation upon Lantern which cannot be excluded, restricted or modified, and to the extent that Lantern may limit its liability under such law, Lantern’s liability for breach of any such warranty, condition or obligation will be limited, at its option, to:
18.2.6.1. The redelivery of the Products;
18.2.6.2. The repair of the Products to render it compliant with the specifications; or
18.2.6.3. The refunding of Fees paid in respect of the Products giving rise to the liability
18.2.7. When a client engages Lantern for supply of services, Lantern is given authority to act as the client’s legal agent, unless otherwise stated, for services including, business name registration, company name registration, trade marking, drafting contracts or agreements, creating licensing packages, franchise packages, domain registry and any other service signed under a service contract. Lantern is not a law firm and cannot provide legal advice and will not be held liable for damages if the client understands and acts on any information provided as legal advice. Lantern does not guarantee any outcomes and will not be held liable when acting as a legal agent.
19. Guarantee
Where applicable:
19.1. The person (the “Guarantor”) who undersigned the purchase Agreement on behalf of the Customer guarantees to Lantern that he or she will do everything that the Customer is required to do under these Trading Terms.
19.2. The Guarantor will separately continually indemnify Lantern against any loss and damage that Lantern suffers because the Customer fails to comply with the Trading Terms.
19.3. The Guarantor is jointly or severally liable to perform the terms contained herein with the Customer. Lantern is entitled to enforce these Trading Terms against the Guarantor solely due to the Customer’s breach of any terms herein.
20. Charging Clause
20.1. The Customer, Directors of the Customer and Guarantors jointly and severally provide irrevocable guarantees that the Customer will fully satisfy its obligations pursuant to this Agreement.
20.2. That the said Customer, Directors and Guarantors provide equitable security over any and all real property in their possession either now or any time in the future including (but not limited to) any property, undertaking or rights held as trustee.
20.3. The Customer, Directors of the Customer and Guarantors provide a caveatable interest over any real property held by said persons or parties (including by way of joint tenancy) either now or in the future as security for any monies owing under this agreement plus all of Lantern’s indemnity legal costs.
21. Suspension of Services
21.1. Events of Suspension. Lantern may, in its sole discretion and without derogating from its right to terminate this Agreement, at any time suspend, restrict or disconnect the supply of Services to the Customer and/or any of its customers or Users on the occurrence of any of the following events:
21.1.1. Customer fails to pay any outstanding invoices within 7 days of written demand by Lantern;
21.1.2. Customer breaches Lantern’s Acceptable Use Policy and fails to rectify that breach immediately on written demand by Lantern;
21.1.3. Lantern is directed by any Regulatory Agency and/or authorised law enforcement agency to do so;
21.1.4. During any technical failure, modification or maintenance of the Service, provided that Lantern will use its reasonable endeavours to ensure that the Service are resumed as soon as practicable; and/or
21.1.5. Lantern deems it necessary for purposes of scheduled or unscheduled maintenance.
21.2. Consequences of Suspension. Lantern will not reconnect or re-activate Services suspended pursuant to clause 33.1.1, 33.1.2 and 33.1.3 until Customer has paid any re-connection or re-activation fee then in effect for each Service. Customer will remain liable under this Agreement for all payments falling due within the period for suspension of Services, including without limitation for all fees accruing and accrued during the suspension.
21.3. Indemnity. Customer agrees to and shall hold harmless and indemnify Lantern against any loss, expenses, liability, damages or claim made against it by any party whatsoever (including without limitation Customer, a User or any party claiming through Customer) which Lantern may suffer, directly or indirectly, resulting from or arising out of any actions taken by it.
22. Amendment of the Terms and Conditions
22.1. Amendment of Agreement: This Agreement may be amended or varied as follows:
21.1.1. If this Agreement is automatically extended pursuant to clause 27.1, Lantern may, during the Subsequent Term or Terms, amend or vary the Fees charged for Services and terms relating to the operation of Services. Such amendment or variation shall become effective 14 days after the date of posting, and the Customer shall be deemed to have accepted such amendment if it continues to use the Services after the amendments become effective.
21.1.2. Lantern may from time to time amend or vary these Terms and Conditions and its Acceptable Usage Policy by publishing such amendments or variations on the Lantern Website. These amendments and/or variations shall take effect from the date they are published.
23. Privacy
23.1. Lantern may collect, use and disclose information relating to the Customer for purposes related to the supply of Services, including without limitation billing and account management, business management and product development, and to the provision of information about promotions, products and services of Lantern, but will not use such information so as to breach any Privacy Law.
23.2. Credit Information: The Customer hereby agrees and consents to Lantern acquiring a credit report from any credit reporting agency containing personal information (as well as information concerning commercial creditworthiness and activities) for purpose of assessment by Lantern of an application for credit (whether commercial or private) or for the collection of payments which are overdue. The Customer also agrees and consents to Lantern reporting information to any credit reporting agency that the Customer is in default of the trading terms of this Agreement or that it has handed over collection of the Customer’s account to a collection agency.
24. Notices
24.1. Any notice to be served on either of the parties by the other shall be sent by prepaid recorded delivery or registered post or by facsimile or by electronic mail and shall be deemed to have been received by the addressee within 72 hours of posting, within 24 hours if sent by facsimile to the correct facsimile number (with correct answer back), or within 24 hours if sent by electronic mail to the correct electronic mail address of the addressee.
25. Governing Law
25.1. This Agreement shall be governed by the law in effect in the State of Victoria, and the parties submit to the jurisdiction of the Supreme Court of Victoria.
26. Acceptance
26.1. These Terms and Conditions shall be deemed binding on the Customer by its purchase of the advice, products or services from Lantern.
