TERMS AND CONDITIONS — 55 KNOTS

Please read the following Terms relating to the services which are provided by Nawtikhul Pty Ltd trading as 55 Knots (ABN 34 603 688 517) (“55 Knots”, “we”, “us” or “our”). These Terms constitute an agreement between 55 Knots and you (“Subscriber” “you” or “your”).

Definitions

In this document:

Account means a 55 Knots subscription account, which the Subscriber has created to access the Services.

Plan refers to the Subscription plan/package agreed between 55 Knots and the Subscriber from time to time via the Website (for example, the Deckie Plan, Navigator Plan, Captain Plan, Admiral Plan, Strong Breeze Plan, Gale Force Plan or Smooth Sailing Plan) or otherwise in writing. 

Privacy Policy means the 55 Knots Privacy Policy as updated from time to time.

Services means the services that 55 Knots provides to the Subscriber.

Subscriber means the individual, company or organisation that has created an Account.

Subscription means a subscription to access the Services.

Subscription Date means the date that the Subscriber’s Account has been created.

Subscription Fee means any fee that is payable to 55 Knots in relation to a Subscription.

Terms means these 55 Knots Subscription Terms.

Website means the website displayed at https://55knots.com.au and any associated domains or subdomains

Acceptance of Terms 

  1. By creating an Account with 55 Knots, you acknowledge that you have read, understood and agree to be bound by the terms and conditions contained in these Terms and the Privacy Policy. These Terms govern your use of the Services that you are provided access to via the Subscription. Your access to the Services is conditional upon your acceptance and ongoing compliance with these Terms.
  2. We may at any time and at our sole discretion (without any liability to you), amend, revise or modify these Terms and/or scope of the Services. This may result in additional services being provided or some of the existing services being terminated.
  3. Although we may notify you of any such amendment, revision or modification by posting on the Website, it is your responsibility to periodically review these Terms. You agree to be bound by such changes, modifications or revisions as made by us from time to time.

How to access the Services

  1. 55 Knots provides Subscribers with access to the Services. You must be a current and valid Subscriber to access the Services and the associated benefits.
  2. The Subscription commences on the Subscription Date and is ongoing until such time that it is terminated.
  3. The features you have access to, and the scope of the Services provided as part of the Subscription, will depend on the Plan you select. An up to date list of the features available on each Plan can be found on the Website. Should you instruct us to perform work which is outside the scope of your Subscription, such work may incur additional cost. We will confirm with you prior to incurring such additional costs.
  4. 55 Knots reserves the right, in our sole and absolute discretion and without any liability to you, to make changes to our Services and Plans from time to time.

Subscription

  1. Subscription entitles you to a single-use, non-exclusive, non-transferable right to access the Services, subject to the terms and conditions contained in these Terms. 
  2. When creating an Account, you warrant and represent that:
    1. all information provided is true, accurate and complete to the best of your knowledge;
    2. you have the full right and authority to enter into these Terms and perform your obligations under these Terms;
    3. you have read and understand the terms and conditions contained within these Terms and the Privacy Policy and agree to be bound by them; and
    4. you will only use the Services for lawful purposes.
  3. You further agree and acknowledge that you are solely responsible for keeping all relevant and personal information, including but not limited to your Account’s username, passwords and other security features, confidential and secure to prevent unauthorised use of your Account. If you reasonably suspect that your Account’s security is compromised, you must notify us immediately. You agree to be solely responsible for any conduct associated with, or originating from, your Account.
  4. We are not liable or responsible in any way for any damages, liabilities, costs and expenses (including any direct, indirect, incidental, special or consequential damages and reasonable legal fees and expenses) arising out of, or related to, any breaches of the Account’s security.
  5. From time to time, you may change information relating to your Account. You undertake to update your Account details with true and accurate information at all times. We undertake to take reasonable care with any information you provide to us when creating, updating and accessing your Account in accordance with our Privacy Policy.

Pricing

  1. You agree to the pricing as published on Our Website or as otherwise agreed in writing by 55 Knots.
  2. Payment of all duties, customs, fees or taxes associated with the sale of the Services is the responsibility of the Subscriber. We may also charge you transaction fees to recover the costs we incur for card and other payment methods. Any applicable taxes, levies and/or other transaction fees will be added to the final amounts charged.

Billing and Payment

  1. The following billing cycles may be available depending on the Plan selected. The billing cycle selected will determine the term of this agreement:
    1. one off (“casual”) – you pay a one-off fee upfront for a specific task;
    2. monthly – you pay for the Services for a fixed term of 1 month;
    3. quarterly – you pay for the Services for a fixed term of 3 months;
    4. biannually – you pay for the Services for a fixed term of 6 months; or 
    5. annually – you pay for the Services for a fixed term of 12 months.
  2. Initial payment of the Subscription Fee is due on the Subscription Date unless otherwise agreed in writing by 55 Knots and thereafter on each monthly, quarterly, biannual or annual anniversary of the Subscription Date depending on the billing option selected above. If the initial recurring payment falls on the 29th, 30th or 31st of any given month, we may adjust the billing cycle to the 1st of the following month on the next billing cycle.
  3. The Subscription will automatically renew unless terminated in accordance with these Terms. 
  4. You acknowledge and agree that:
    1. unless otherwise agreed, the Subscription Fee must be paid to us by credit card; and
    2. 55 Knots reserves the right to vary the Subscription Fee, by providing you with at least 30 days’ prior notice, before effecting any such changes.
  5. If any Subscription Fees remain outstanding for a period of 30 days or more, we may suspend your Account and use of the Services until you pay all outstanding fees. 55 Knots will also suspend all work on existing projects during any such suspension period. We will continue to charge you fees during suspension and you must pay all outstanding fees in order to regain access to the Services.

Refunds 

  1. We will only issue refunds if we are required to do so under the Australian Consumer Law.

Fair use 

  1. 55 Knots wishes to ensure that all subscribers benefit equally from the Services. Therefore, we reserve the right to limit your use of the Services where, in the opinion of 55 Knots, your use of the Service is excessive or unreasonable (including without limitation an excessive number of requested revisions or changes to the scope of work).
  2. Once we have identified a trend of excessive use of the Services, we will notify you that any further Services will be subject to an additional fee, to be quoted and agreed upon at the relevant time.

Term of agreement

  1. The Services may be terminated by:
    1. you or us, at any time, by providing one months’ written notice via email; 
    2. 55 Knots, if you have committed any material breach of these Terms, and in the case of a breach capable of being remedied, you fail to remedy the breach within ten (10) days, after the receipt of a written request from us; 
    3. 55 Knots, if you fail to make any payment due to be made to 55 Knots; or
    4. 55 Knots, if we decide to no longer offer the Services, or any particular Plan.
  2. Any termination of the Subscription will take effect from the beginning of the next billing cycle.
  3. You acknowledge and agree that you will not be entitled to any credits or refunds (whether in part or in full) for any unused Services or portion of Services.
  4. If the Subscription is cancelled at any time before the conclusion of the then-current term or you otherwise elect not to renew the Subscription, you will not be entitled to any credits or refunds for amounts accrued or paid prior to such termination and will otherwise continue to be liable for the term of your Subscription (for example, if you elected to pay for the Subscription biannually (i.e. for a term of 6 months) and terminate after 3 months, you will not be entitled to a refund in respect of the remaining 3 months). 
  5. Upon termination of these Terms, 55 Knots will immediately disable your Account (including your user name and password) and consequently, deny you access to the Services.

Representations and warranties 

  1. Subject to all applicable laws, the Services are provided, on an as is basis. We make no representation or warranty, express or implied, including any implied warranty of merchantability or fitness for a particular purpose.

Intellectual Property

  1. For the purpose of this clause:
    1. Intellectual Property Rights” means all registered and unregistered intellectual property rights including in relation to present and future copyright, trademarks, designs, know-how and patents;  
    2. Pre-Existing Intellectual Property Rights” means:
      1. with reference to 55 Knots, all Intellectual Property Rights of 55 Knots existing prior to the Subscription Date or otherwise developed during the course of this agreement in respect of 55 Knots’ business or that of its other clients; 
      2. with reference to the Subscriber, all Intellectual Property Rights of the Subscriber prior to the Subscription Date;
    3. Subscriber Materials” means any materials provided by or on behalf of the Subscriber for the purpose of the Services; 
    4. Developed Materials” means any materials developed by 55 Knots specifically for the Subscriber but excluding any Pre-Existing Intellectual Property Rights of 55 Knots, Subscriber Materials or Third-Party Materials; and
    5. Third-Party Materials” means any third-party materials used in producing or in conjunction with the Developed Materials including (without limitation) third-party software, and third-party images, designs and layouts.
  2. You warrant that:
    1. you are the owner or licensee of all Subscriber Materials and the use of Subscriber Materials by 55 Knots in the manner contemplated by these Terms will not infringe any Intellectual Property Rights of any person; and
    2. you have obtained and will ensure the currency of all necessary rights and licenses necessary in relation to the use of any Third Party Materials and you will keep 55 Knots fully indemnified against any costs, losses, damages and expenses arising in relation to any third party claims in relation to the use of Third Party Materials.
  3. Subject to your compliance with these Terms and payment in full of all Subscription Fees:
    1. 55 Knots will assign and transfer ownership exclusively to you of all Intellectual Property Rights in the Developed Materials (except to the extent that any Pre-Existing Intellectual Property Rights of 55 Knots and/or any Third-Party Materials are used in producing or in conjunction with such Developed Materials); 
    2. to the extent that the Subscriber’s use of the Developed Materials requires use of certain Pre-Existing Intellectual Property Rights belonging to 55 Knots, 55 Knots grants the Subscriber a limited and revocable license to use those Pre-Existing Intellectual Property Rights for the limited purposes agreed to in writing; and
    3. you agree to provide 55 Knots with an unlimited, irrevocable and royalty-free licence to display and showcase all Developed Materials for the purpose of advertising and promoting its business.
  4. Notwithstanding any other provision in these Terms, 55 Knots retains absolute ownership of all of its Pre-Existing Intellectual Property Rights and 55 Knots is in no way limited in its continued use of such Intellectual Property Rights including the use of such Intellectual Property Rights for any other client.

Exclusions and Limitations of Liability

  1. To the extent permitted by law, 55 Knots will not be liable for any loss or damages, costs or expenses, whether direct, indirect, incidental or consequential including those arising from:
    1. the Subscription or the Services;
    2. suspension or cancellation of your Account;
    3. your use of or any inability to use or access the Services;
    4. any interruptions or delays in accessing the Website or any third-party websites; 
    5. any delay in the provision of the Services, or failure to meet any deadlines, by 55 Knots; or
    6. circumstances beyond the reasonable control of 55 Knots,

whether in contract, tort (including negligence) or otherwise.

  1. All conditions and warranties, which may be implied by law into these Terms, are excluded except to the extent that it would be unlawful to do so.
  2. To the extent permitted by law, our total liability to you under these Terms is limited, at our option, to one or more of the following:
    1. the resupply of the Services; or
    2. the payment of the cost of having the Services resupplied.

Indemnity 

  1. You agree to indemnify 55 Knots from any liability for any loss, damage, costs or expense whether direct, indirect, incidental, special and/or consequential, including loss of profits, suffered by you or us or any claims whatsoever made against you or us.

Notices

  1. Any notice to be given by 55 Knots under these Terms, or in relation to the Services, will be in writing, and sent to the email address provided by you in respect of the relevant Account, or by posting the relevant information on the Website. Such notice shall be deemed to have been given at the time the email was sent by 55 Knots, or at the time the relevant information was posted on the Website. Any notice to be given by you under these Terms, or in relation to the Services, will be in writing, and sent to your account email.

Assignment

  1. You shall not assign, transfer or sub-licence any of your rights or obligations under these Terms, except with the prior written consent of 55 Knots.

Consent

  1. By agreeing to these terms and conditions, you also consent to receive further electronic communications from us in relation to the 55 Knots business, including promotions and special offers. You may email us at any time to unsubscribe from receiving electronic commercial messages from us.

General

  1. If any provision of these Terms is found to be invalid or unenforceable by a Court of law, such invalidity or unenforceability will not affect the remainder of the document, which will continue in full force and effect.
  2. All rights not expressly granted in these Terms are reserved.
  3. If we do not act in relation to a breach of these Terms by you, this does not waive our rights to act with respect to subsequent or similar breaches of these Terms by you.
  4. Unless otherwise expressly stated in writing by 55 Knots, these Terms constitute the entire agreement between the parties and supersedes all prior or contemporaneous writing, negotiations and/or discussions with respect to the subject matter.

Governing law

  1. The laws of New South Wales, Australia govern these Terms.