1. Overview
Prrickly.com (“Website”) is owned and operated by Prrickly ABN: 81 027 476 733 (“Prrickly”, “we”, “our”, “us” or “Contractor”) for the benefit of individuals and entities (“Client”, “you”) interested in our services (“Products”, “Services”).
These terms and conditions (“Terms of Service”, “Terms”, “Agreement”) apply to you and your use of the Website and by using the Website you agree to be bound by these Terms.
By agreeing to these Terms, you personally represent and warrant that the you are (A) a natural person of full age (i.e. at least eighteen years old) and of sound mind who is otherwise capable of entering into legally binding contracts under applicable law, or (B) acting on behalf of a legal person (i.e. entity) with the sufficient authority to bind said legal person to these Terms.
Please read these Terms prior to purchasing any products or services. If you do not agree to these Terms, you should not obtain or use information, or purchase any services or products from this Website.
All information displayed on the Website is current at the time of display. We take every reasonable care to ensure accuracy of all information listed. But, despite our best efforts to keep the information accurate and updated, we cannot be hold liable for any errors in content, descriptions and/or pricing.
2. Background
(A) Prrickly offers IT consultancy services to potential customers. The services are provided by us through qualified & trusted, independent IT consultants engaged by Prrickly (the “Experts”) for purposes of delivering the Project (as defined in Clause 3. Project & Payment). Accordingly, references to the “Expert” throughout these Terms, refer to an IT consultant acting on behalf of Prrickly for purposes of delivering the Project.
(B) There will be no contractual relationship between you and any Expert engaged by Prrickly.
3. Project & Payment
3.1 Project
By purchasing a product or service from the Website, you are hiring us to provide the purchased service (“Project”, “Task”).
3.2 Schedule
The Project will begin once all mutual terms between you and us have been established and we are satisfied that you have provided all required details and information necessary for us to commence the Task (the “Client Deliverables”). You must provide the Client Deliverables within a reasonable timeframe of 2 weeks from purchasing the service, or as agreed otherwise. For example, the information we will ask for could be, but not limited to; images, videos, files, content copy, technical data, hosting access details or any other information necessary for us to start and/or complete the Project and successfully provide the service.
As further outlined in the section 7 (Term and Termination) of these Terms, you understand that if, within the agreed timeframe, you fail to provide the Client Deliverables necessary for us to commence work, or complete the Project, we reserve the right to stop working on your Project or cancel the Task altogether and terminate this Agreement.
Agreement can be ended by either you, the Client, or us, the Contractor, at any time, pursuant to the terms of section 7 (Term and Termination).
3.3 Payment
The payment for the products and services available for immediate purchase from the Website is charged in full. Other services where a customised quote is provided prior to purchasing may be charged in full upon to signing of the Service Agreement, or payable in milestones, depending on mutual written agreement between you and us.
The remaining balance for a partially paid Project must be paid in full upon the Project completion, and we reserve the right to release the final “handover” only after the final remaining balance has been paid. For example, where our task was to create a website for you, we reserve the right to push the website live and provide handover information only after we have received the final payment. Handover information in this case may be, but is not limited to, website account details, hosting account details or any intellectual property we have been working on.
You understand and agree that if the remaining balance is not paid in full within a reasonable timeframe of 90 days, we reserve the right to suspend the Project, and remove or destroy all data files relating to the unpaid Project, that have been created by us and held in our storage.
3.4 Expenses
We are not entitled to any further fees from you unless otherwise agreed in writing due to a required feature, or additional services.
3.5 Invoices
If you purchase a service from the Website with an immediate payment, you will receive an automated invoice in your confirmation email.
If a milestones payment has been set as outlined in section 3.3, we will invoice you accordingly as per the Proposal. You agree to pay the amount owed within 2 business days of receiving the invoice. We reserve the right to pause current work, or cease any further work on the Project until the payment has been received.
3.6 Support
We will provide Aftercare Support depending on if any as part of the Proposal.
3.7 Your Feedback
We always appreciate your feedback on the Website and interaction on our social media channels about our products and services, as it helps us to improve our Website and our products and services. Through the use of this Website, you may be invited to submit a review, you can also interact with us via our social media channels. We love to hear from you!
Where you do decide to submit such feedback or comments, you represent and warrant that: (A) you are the sole author and owner of the intellectual property and any other rights in that content (or have the right to use that content with appropriate consents and permissions); (B) give us permission to post or otherwise use that feedback on our social media or other channels; (C) you waive any and all existing and future moral rights (as defined in the Copyright Act 1968 in the content you provide us; (D) the content does not violate these Terms; and you are at least 18 years old.
We reserve the right to remove a review or comment if such review or comment contains: (I) libellous or otherwise unlawful, abusive or obscene material; (II) attacks our employees, the Experts, or another contributor; (III) contains material that discloses your personal information; or (IV) is unrelated to the service to which you have reviewed or commented on.
4. Ownership & Licences
4.1 You, Client, Own All Work Product
As part of the Project or Task, we are creating “Work Product” for you. To avoid confusion, work product refers to the finished product, as well as drafts, notes, materials, mock-ups, designs, inventions, patents, code, and anything else that we worked on—that is, conceived, created, designed, developed, invented, worked on, or reduced to practice—as part of the Project, whether before the date of the Agreement or after. We hereby assign to you this work product once the the final payment has been made in full. This means that we are giving you all present and future right, title, and interest in and to the work product (including intellectual property rights), and you will be the sole owner of it. You can use the work product however you wish, or you can decide not to use the work product at all. For example, you can modify, destroy, or sell it, as you see fit. Accordingly, we should not register or attempt to register any intellectual property rights in the work product unless requested to do so by you.
4.2 Our Use Of Work Product
Once we assign the work product to you, we don’t not have any rights to it, except those that you explicitly give us.
You give permission to use the work product as part of portfolios and websites, in galleries, and in other media, so long as it is to showcase the work and not for any other purpose. You do not give permission to sell or otherwise use the work product to make money or for any other commercial use.
4.3 Credit For The Work Product
You are under no obligation to give us credit each time you publish the work product.
4.4 Our Help Securing Ownership
In due course, you may need our help to show that you own the work product or to complete the transfer. We agree to help with that. For example, you may require us to sign a copyright assignment and we shall do this. You agree to pay any reasonable expenses for this. If in the future you can’t find us, we agree that you can act on our behalf to accomplish the same. The following language gives you that right: if you, the Client, can’t find us, the Contractor, after spending reasonable efforts trying to do so, we hereby irrevocably designate and appoint you as our agent and attorney-in-fact, which appointment is coupled with an interest, to act for us and on our behalf to execute, verify, and file the required documents and to take any other legal action to accomplish the purposes of paragraph 4.1 (You “Client” Own All Work Product).
4.5 Our IP That Is Not Work Product
During any project, we may use intellectual property that we own or have licensed from a third party, but that does not qualify as “work product.” This is called “background IP”, and the parties shall agree during the Project what intellectual property constitutes “work product” and what intellectual property constitutes “background IP”. We are not giving you this background IP. But, as part of the Agreement, we are giving you the right to use and license (with the right to sublicense) the background IP to develop, market, sell, and support your products and services. You may use this background IP worldwide and free of charge, but you cannot transfer your rights to the background IP. You cannot sell or license the background IP separately from its products or services. We cannot take back this grant, and this grant does not end when the Agreement is over.
4.6 Our Right To Use Client IP
We may need to use your intellectual property to do our job. For example, if you hire us to build a website, we may need to use your logo. You agree to let us use your intellectual property and other intellectual property that you control to the extent reasonably necessary to do our job. Beyond that, you are not giving us any intellectual property rights, unless specifically stated otherwise in this Agreement.
4.7 Moral Rights
We waive any moral rights in the work product to which it is now or may at any future time be entitled in the Copyright Act 1968. This means that (unless otherwise stated in these Terms) we give up our right to be acknowledged as the author of the work product and the right to object to the way you use that work product.
5. Defective Services
Where any defect in the provision of the services is reported to us by you, or otherwise comes to our attention, we shall use our reasonable endeavours to provide such further services as are necessary in order to rectify the default as soon as is reasonably practicable.
6. Representations
6.1 Overview
This section contains important promises between the parties.
6.2 Authority To Sign
Each party promises to the other party that it has the authority to enter this Agreement and to perform all its obligations under this Agreement.
6.3 We Have Right To Give You Work Product
We promise that we own the work product, that we can give you the work product, and that no other party will claim that it owns the work product. If we use employees or subcontractors, we also promise that these employees and subcontractors have signed contracts with us giving us any rights that the employees or subcontractors have related to the our background IP and work product.
6.4 We Will Comply With Laws
We promise that the manner we do our job, our work product, and any background IP, we comply with all applicable laws and regulations in the territories relevant to the provision or receipt of the services under these Terms.
6.5 Work Product Does Not Infringe
We promise that our work product does not and will not infringe on someone else’s intellectual property rights, that we have the right to let you use the background IP, and that these Terms do not and will not violate any contract that we have entered into or will enter into with someone else.
6.6 Your Obligations
You promise to review the work product and to provide timely feedback and decisions.
You must; (A) Co-operate with us in all matters relating to the Project and be reasonably available to us if we have questions, (B) Provide the Client Deliverables in a timely manner as we may reasonably require (as outlined in Clause 3.2 Schedule), (C) Obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to the Project before the date on which the Project is to start.
6.7 Material Supplied By You Does Not Infringe
If you provide us with material to incorporate into the work product, you promise that this material does not infringe on someone else’s intellectual property rights.
7. Term & Termination
7.1 Term & Termination
This Agreement is ongoing until the work is completed. Either party may end this Agreement for any reason in writing by sending an email to the other party, informing the recipient that the sender is ending the Agreement and that the Agreement will end in 7 days. The Agreement officially ends once that time has passed. The party that is ending the Agreement must provide notice by taking the steps explained in Section 11.4. We must immediately stop working as soon as we receive this notice unless the notice says otherwise. You will pay us for the work done up until when the Agreement ends and will reimburse us for any agreed-upon, non-cancellable expenses.
7.2 Additional Termination Right
Either party may terminate this Agreement on written notice to the other party, if the other party is in material breach of any of the terms of this Agreement and fails to remedy that material breach within 7 days after receiving a written notice from the first party requiring it to do so.
7.3 Termination due to lack of information
You understand that any delays in providing information, as outlined in Section 1.2 (Schedule) to us may cause delays in completing the Project. We cannot be held responsible for missing the agreed upon deadline due to such delays. You understand and agree that if you do not provide this information to us within the reasonable timeframe as outlined in Section 1.2 (Schedule), we may at our own discretion cancel the Project.
8. Refunds
You may be entitled to receive a full or partial refund in some cases as outlined below. If you wish to submit a refund request, you can do so here, or by sending us an email at yann (at) prrickly.com. Please provide your Project or Order number and specify the reasons for the refund.
You may be eligible for a full or partial refund for the following reasons:
8.1 You changed your mind
If you change your mind and wish to request a refund, you must do so within 2 business days from the date of purchase or the date you signed the Proposal and Terms of Service Agreement.
(A) You may be eligible for a full refund at our sole discretion if your refund request is submitted within 2 business days and no work has commenced on the Task at the time of your refund request.
(B) You may be eligible for a partial refund if your refund request is submitted within 2 business days, and work on your task has already commenced. In such a case, the refunded amount will depend on the work completed on the Task at the time of your refund request. This refund will exclude any fees paid to third parties for additional services needed to execute your task, such as hosting fees for your new website.
8.2 We failed to deliver
If we fail to deliver and/or cannot provide the product or service you purchased, you may be eligible for a full refund. However, this does not apply if the Project is not delivered on time. For instance, if you miss a deadline because of late Project delivery, you cannot hold us liable and be eligible to a refund.
8.3 We failed to meet your requirements
If we fail to meet your requirements and you are dissatisfied with the quality of work provided, or the Project is partially completed, you may be eligible for a partial refund. Similar to Clause 8.1, the refunded amount will depend on the work completed on the Project at the time of your refund request, excluding any fees paid to third parties.
8.4 We delivered defective product
If we provide work that is defective or contains bugs, we agree to work with you as best as we can to rectify the issues. If we are unable to fix the problem or provide a satisfactory solution, you may be eligible for a partial refund. This refund will exclude fees paid to third parties and a partial compensation amount for the work completed.
8.5 Refund due to Project cancellation
If a Project is canceled due to your failure to deliver the Client Deliverables as outlined in Section 3 (Schedule), any deposits paid for this Project will become non-refundable. If the service has been paid in full before the Project commencement, we reserve the right to retain 50% of the total amount paid. The remaining balance will be refunded to your nominated bank account within 10 business days.
8.6 Where we issued partial refund
If a partial refund is issued, you are required to remove any content related to the refunded portion of the Project from your platform(s) where applicable. You acknowledge that you will have no rights, including but not limited to Intellectual Property Rights, over the work subject to the partial refund.
8.7 Where we issued full refund
If a full refund is issued, you acknowledge that you will have no rights, including but not limited to Intellectual Property Rights, over any work related to the Project. Where/if applicable, you agree to remove any content related to the refunded Project from your platform(s) within 5 business days. Failure to do so grants us the right to issue a DMCA (The Digital Millennium Copyright Act) takedown request, report the violation to your hosting company, or take any necessary legal action. You forfeit the right to take any legal action against us.
9. Independent Contractor
You are hiring us as an independent contractor. The following statements accurately reflect our relationship:
(A) We will use our own equipment, tools, and material to do the work.
(B) You will not control how the job is performed on a day-to-day basis. Rather, we are responsible for determining when, where, and how we will carry out the work.
(C) You and us do not have a partnership, principal-agent or employer-employee relationship.
(D) We cannot enter into contracts, make promises, or act on your behalf.
10. Confidential Information & Data Protection
10.1 Overview
These Terms impose special restrictions on how you and us must handle confidential information. These obligations are explained in this section.
10.2 Your Confidential Information
While working for you, we may come across, or be given, information that is confidential. This is information like customer lists, business strategies, research & development notes, statistics about a website, and other information that is private. We promises to treat this information as if it is the our own confidential information. We may use this information to do our job under this Agreement, but not for anything else. For example, if you let us use a customer list to send out a newsletter, we cannot use those email addresses for any other purpose. The one exception to this is if you give us written permission to use the information for another purpose, we may use the information for that purpose, as well. When this Agreement ends with the Project completion, we must give back or destroy all confidential information and confirm that we have done so. We promise that we will not share confidential information with a third party, unless you give us written permission first. We must continue to follow these obligations, even after the Agreement ends. Our responsibilities only stop if you can show any of the following: (A) that the information was already public when we came across it; (B) the information became public after we came across it, but not because of anything we did or didn’t do; (C) we already knew the information when we came across it and we didn’t have any obligation to keep it secret; (D) a third party provided us with the information without requiring that we keep it a secret; or (E) we created the information on our own, without using anything belonging to you.
10.3 Third-Party Confidential Information
It’s possible that both you and us each have access to confidential information that belongs to third parties. You and us each promise that we will not share with the other party confidential information that belongs to third parties, unless it is allowed to do so. If either of us is allowed to share confidential information with the other party and does so, the sharing party promises to tell the other party in writing if there are any restrictions regarding that information.
10.4 Data Protection
When it comes to the collection of client data information, we take reasonable precautions to protect your information from unauthorised access by ensuring that access to personal information is only available to our staff who have signed and understood the confidentiality requirements, and by only using third party technology that provides a secure environment and access control for confidential information. You acknowledge however, that the security of online transactions and the security of communications sent by electronic means or by post cannot be guaranteed. Each individual that provides information to us via the internet or by post does so at their own risk. We cannot accept responsibility for misuse or loss of, or unauthorised access where the security of information is not within our control.
10.5 Transfer of personal data to a third country
By accepting these Terms, you accept that we may transfer personal data to a third country, i.e. a country outside Australia. In such case EU Standard Contractual Clauses or EU-U.S. Privacy Shield Framework shall be applicable. We will be required to ensure that such transfer is at all times lawful, including that there is an adequate level of protection of the transferred personal data. Same obligation applies in relation to our use of IT consultants, the Experts, in third countries, outside Australia.
10.6 Privacy Policy
All personal information obtained by using our Website is governed by our Privacy Policy. By using the Website you agree with our Privacy Policy. If you do not agree to our Privacy Policy, you should not provide your personal information to us.
Upon accepting these Terms and the Privacy Policy you agree that the personal information collected may also be used to promote and inform you on our other products and services, which may interest you. You may notify us at any time that you no longer wish to receive any direct marketing by email at: yann (at) prrickly.com.
11.Limitation of Liability
To the fullest extent permitted by applicable laws, in no event are we responsible for any losses and expenses however arising, including without limitation, any direct, indirect and/or present, unascertained, future or contingent, loss of use, loss of data, loss caused by a virus, loss of income or profit or projected profit, loss or damage to property, claims of third parties, or other losses of any kind or character arising from or in connection with your use of our Website and/or our products or services, your inability to access our Website, interruption or outage of our Website or the fact that content on our Website or in our services is inaccurate, incomplete or out of date. Our liability for any breach of a condition or warranty under these Terms shall be limited to the extent provided for by the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010).
Further, we hold no responsibility if: (A) your email addresses are targeted with spam as it is outside of our control or (B) your email account details are attained or obtained, and used to send spam or malicious material. We agree we will exercise due care and skill, in meeting a level of professional skill or knowledge to deliver the Service that we provide. We shall not and cannot be held liable if your site is “hacked” or maliciously attacked in form. We will not be held responsible and are not liable for any loss of income to arise from your website and/or social media account(s) “going down”, being hacked or otherwise. We do not take responsibility if the software used becomes out of date and obsolete. We do not take responsibility for any unforeseen advancements in technology that may have negative effects on any aspects of your site or system.
12. Indemnity
To the fullest extent permitted by applicable laws, you agree to indemnify, and hold us and our related entities, affiliates, and our and their respective officers, agents and employees harmless from any loss, liability, claim, or demand, (including reasonable legal fees on a full indemnity basis), made by any third party due to or arising out of your use of this Website in violation of these Terms and/or arising from a breach of these Terms and/or any breach of your representations and warranties set out in these Terms or your breach of any law or the rights of a third party.
13. General
13.1 Mediation
If a dispute arises about this agreement, the parties first must try to settle it through negotiation and to try to reach a mutually satisfactory compromise.
13.2 Modification & Waiver
We reserve the right to modify any of the terms of this Agreement and Privacy Policy at any time.
Neither party can waive its rights under this Agreement or release the other party from its obligations under this Agreement, unless the waiving party acknowledges it is doing so in writing and signs a document that says so.
13.3 Notices
(A) Over the course of this Agreement, one party may need to send a notice to the other party. The notice must be in writing and may be delivered by email.
(B) The timing of when a notice is received can be important. To avoid confusion, a notice is considered received if delivered by email upon acknowledgement of receipt; If a party refuses to accept notice or if notice cannot be delivered because of a change in email address for which no notice was given, then it is considered received when the notice is rejected or unable to be delivered. If the notice is received after 5:00pm on a Brisbane (AEST) business day at the location specified in the address for that party, or on a day that is not a Brisbane (AEST) business day, then the notice is considered received at 9:00am on the next business day.
13.4 Severability
This section deals with what happens if a portion of the Agreement is found to be unenforceable. If that’s the case, the unenforceable portion will be changed to the minimum extent necessary to make it enforceable, unless that change is not permitted by law, in which case the portion will be disregarded. If any portion of the Agreement is changed or disregarded because it is unenforceable, the rest of the Agreement is still enforceable.
13.5 Third Party Rights
A person who is not a party to this agreement shall not have any rights to enforce any term of this contract.
13.6 Signatures
By purchasing a product or a service from us through the Website, you agree to these Terms. Where we provide a customised service, you will be receiving a Proposal with the quote, and a copy of the Terms of Service to be signed before the start of the project.
13.7 Rejection of Service
We reserve the right to reject service at our discretion and without providing an explanation. We will not create or promote content that directly or indirectly involves alcohol, tobacco, vapes, guns, violence, religion, explicit adult content (XXX), pharmaceuticals, diets, gambling, ‘get rich quick’ schemes, or any other objectionable, unethical, or illegal content.
13.8 Governing Law and Jurisdiction
The laws of Queensland, Australia govern the rights and obligations of you, as Client and us, as the Contractor (both contractual and non-contractual) under this Agreement, without regard to conflict of law principles. The courts of Australia shall have exclusive jurisdiction in determining any dispute (whether contractual or non-contractual) under or in connection with this contract.
13.9 Entire Contract
This Agreement supersedes all other agreements (both written and oral) between the parties. Nothing in this paragraph excludes either party’s liability for fraud.
Our Terms of Service were last updated on 11. November 2023