Website Terms & Conditions

TERMS OF USE
Ceade Pty Ltd (ACN 664 580 116) ( we, us, our) owns and operates the website ceade.com.au (the Website).
These Terms of Use govern your use of the Website, together with the Privacy Policy (available here) and any additional terms, conditions, notices and disclaimers as applicable. Please read the Terms of Use in full before you use the Website. By using the Website, you accept these Terms of Use.


We may update these Terms of Use from time to time. Any updates to the Terms of Use will be published on the Website. Your access to and use of the Website is governed by our most recent Terms of Use. If you do not agree with the Terms of Use, discontinue your use of the Website immediately.

  1. WEBSITE ACCESS

    1.1 You will be able to access most of the Website without having to register any details with us.

  2. INTELLECTUAL PROPERTY RIGHTS
    2.1 You do not have any right, title or interest in or to any intellectual property or other proprietary rights relating to the Website or its content. The copyright and other intellectual property rights in all material on the Website are owned by us or our licensors. You agree not to engage in any conduct or authorise or allow others to engage in any conduct that may infringe any intellectual property rights in any of the content on the Website.

    2.2 No part of the Website or its content may be reproduced, used, communicated or published in any form without our prior written consent.

  3. MATERIAL PROVIDED BY USERS
    3.1 You acknowledge that, by submitting material to the Website, you grant us a non-exclusive and royalty-free licence to copy, disclose, distribute, incorporate and otherwise use such material you submit to the Website for any and all purposes.

    3.2 When you submit material to the Website, you represent and warrant that you are legally permitted to do so, and that the material does not infringe upon the rights of any third party.

  4. AVAILABILITY

    4.1 We use reasonable endeavours to ensure that the Website is available continuously. However, we do not make any representations or warranties that your access to the Website will be uninterrupted, timely, secure or error free.

    4.2 The Website may be temporarily unavailable due to issues such as system failure, maintenance or repair or for reasons beyond our control. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Website at any time or for any reason without notice to you.

  5. LINKS TO AND FROM OTHER WEBSITES

    5.1 The Website may contain links to other websites (Third Party Websites). Any links to Third Party Websites located on the Website are provided for your convenience only. We do not review or monitor Third Party Websites, including for accuracy, appropriateness or completeness, and we are not responsible for any Third Party Website or the content contained within a Third Party Website. Inclusion of a link to a Third Party Website does not imply approval or endorsement of the Third Party Website by us. We make no representations about any Third Party Website or its material. If you choose to leave the Website to access a Third Party Website, it is at your own risk.

    5.2 You may only link to our Website with our prior written consent. Please email your request to marketing@ceade.com.au. Our consent shall subject to the following conditions:

    5.2.1 your ability to link to our Website expressly excludes any right to reproduce any part of the Website;

    5.2.2 you must not imply that we are endorsing any services or products unless this has been specifically agreed to by us;

    5.2.3 you do not misrepresent your relationship with us or present any false information about us;

    5.2.4 you do not link from a website that is not owned by you; and

    5.2.5 your website does not contain content that is offensive, controversial, infringes any intellectual property rights or other rights of any other person or does not comply in any way with the law. 5.3 If you choose to link to our website in breach of paragraph 5.2 you shall fully indemnify us for any loss or damage suffered by us as a result of your actions.

    5.3 If you choose to link to our website in breach of paragraph 5.2 you shall fully indemnify us for any loss or damage suffered by us as a result of your actions.

  6. PROHIBITIONS

    6.1 You are solely responsible for ensuring that your use of the Website does not violate any applicable law, regulations or third-party rights.

    6.2 You must not misuse the Website. You must not use or attempt to use the Website:

    6.2.1 for any unlawful or dishonest activity, or any activity prohibited by these Terms of Use;

    6.2.2 to transmit or distribute a virus, trojan, worm, logic bomb or any other material which is malicious, technologically harmful, in breach of confidence or in any way offensive or obscene;

    6.2.3 to infringe upon any other person's proprietary or intellectual rights;

    6.2.4 to transmit, publish or communicate bulk and/or unsolicited messages; or

    6.2.5 to obtain unauthorised access to (or damage, disrupt or interfere with the operation of) any computer, system, application, network or service.

  7. EXCLUSION OF LIABILITY

    7.1 Your use of the Website is at your sole risk. The Website is provided strictly on an "as is" and "as available" basis. To the maximum extent permitted by law, we expressly disclaim all conditions, representations, and warranties, whether express, implied, statutory or otherwise, regarding the Website. Nothing contained in these Terms of Use excludes any rights you may have under the Consumer and Competition Act 2010 (Cth).

    7.2 You acknowledge that we will not be liable for any indirect, special or consequential losses or damages of any nature (including loss of profits, revenue, production, goodwill, data or opportunity) howsoever arising in connection with use of the Website.

    7.3 To the extent that our liability cannot be excluded by law, our liability is limited, at our sole discretion, to the re-performance of applicable services or the amount paid by you in respect of those services payment of the cost of having the services supplied again.

  8. NO WAIVER

    8.1 Our failure to assert any right under these Terms of Use shall not constitute a waiver of such right. No waiver shall be considered a further or continuing waiver of such term or any other term.

  9. SEVERABILITY

    9.1 If any provision of these Terms of Use is deemed to be unenforceable, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Use, which will remain in full force and effect.

  10. GOVERNING LAW

    10.1 These Terms of Use and any issues arising under these Terms of Use will be governed by and construed in accordance with the laws of Victoria, Australia. You agree to submit to the non-exclusive jurisdiction of the courts of Victoria, Australia.

  11. CONTACT DETAILS

    11.1 If you have any questions, comments or concerns about the Website, any content contained therein, or these Terms of Use, please contact us at: marketing@ceade.com.au.

Standard Terms & Conditions

For Consulting, Advisory, and Proof-of-Concept Engagements

These Standard Terms and Conditions (“Terms”) apply to all Services provided by CEADE Pty Ltd (ABN [Insert]) (“CEADE”) to a client entity (“Client”) as described in any accepted quotation, proposal, or Statement of Work. By signing or accepting such a document, the Client agrees to be bound by these Terms.

  1. PURPOSE AND SCOPE

1.1 These Terms apply to all consulting, advisory, or proof-of-concept services (“Services”) delivered by CEADE to the Client, as described in a written proposal, quotation, engagement letter, or other Statement of Work (“SoW”).

1.2 Each SoW incorporates these Terms by reference and sets out the specific scope, deliverables, timing, and fees for the applicable engagement.

  1. CONFIDENTIALITY

2.1 Each Party must keep confidential all non-public information disclosed by the other in connection with the Services.

2.2 Confidential information may only be used for fulfilling obligations under the engagement and must not be disclosed to third parties without consent, unless required by law.

2.3 These obligations survive the termination or expiry of the engagement.

  1. INTELLECTUAL PROPERTY

3.1 CEADE retains all rights in any pre-existing or independently developed tools, templates, methodologies, software, and materials used in delivering the Services (“Background IP”).

3.2 The Client owns any custom deliverables developed under a SoW, subject to full payment of all applicable fees.

3.3 CEADE may reuse any general know-how, processes, or non-confidential elements from the engagement in future work, provided no Client Confidential Information is disclosed.

  1. FEES AND PAYMENT

4.1 Fees and billing arrangements are as stated in the SoW or quotation.

4.2 Unless agreed otherwise, invoices are due within 14 days of issue.

4.3 Fees are exclusive of GST and all applicable taxes.

  1. CLIENT RESPONSIBILITIES

5.1 The Client must provide timely access to personnel, information, systems, and resources necessary for CEADE to perform the Services.

5.2 CEADE is not responsible for delays or additional costs arising from the Client’s failure to meet these obligations.

5.3 The Client warrants that all materials and data it provides are lawful to use for the intended purpose.

  1. LIMITATION OF LIABILITY

6.1 To the extent permitted by law, CEADE’s total aggregate liability for any claim arising out of the Services is limited to the total fees paid by the Client under the relevant SoW.

6.2 CEADE is not liable for indirect, special, or consequential loss, including loss of profit, revenue, or data.

6.3 Nothing in this clause limits liability for fraud, gross negligence, or personal injury caused by negligence.

  1. INDEPENDENT CONTRACTOR

7.1 CEADE provides the Services as an independent contractor. Nothing in these Terms creates an employment, partnership, agency, or fiduciary relationship.

  1. TERMINATION

8.1 Either Party may terminate an engagement at any time by giving 14 days’ written notice.

8.2 Upon termination, the Client must pay for:

(a) Services provided up to the termination date; and

(b) any incurred and approved costs (e.g. infrastructure or hosting) on a pro-rata basis.

8.3 Termination does not affect any rights or obligations accrued prior to the termination date.

  1. SERVICE STANDARDS AND NO GUARANTEE

9.1 CEADE will perform the Services with reasonable care and skill, in accordance with applicable professional standards.

9.2 CEADE does not guarantee that the Services will achieve any particular outcome or result, nor that the Client’s expectations will be met in every case.

  1. HOSTING AND ACCESS

10.1 Where the Services include provision of a hosted instance of the SnapInsight platform or other software environment, such access is provided solely for evaluation, testing, or demonstration purposes as part of a proof-of-concept or consulting engagement.

10.2 Unless expressly agreed in writing, hosted environments are temporary in nature, not production-grade, and may be withdrawn at the conclusion of the engagement.

10.3 CEADE does not guarantee uptime, data persistence, or service continuity beyond the scope and duration agreed in the relevant Statement of Work.

  1. FORCE MAJEURE

11.1 Neither Party is liable for delays or non-performance caused by events beyond their reasonable control, including natural disasters, strikes, outages, or government restrictions.

  1. ONGOING APPLICATION

12.1 These Terms apply to all future Services provided by CEADE to the Client, unless expressly replaced or amended in writing.

  1. DISPUTE RESOLUTION

13.1 If a dispute arises out of or in connection with these Terms or the Services, the Parties must first attempt to resolve the dispute through good-faith negotiation.

13.2 If the dispute is not resolved within 14 days, either Party may refer the matter to mediation administered by the Australian Disputes Centre (or equivalent body).

13.3 Nothing in this clause prevents either Party from seeking urgent injunctive or equitable relief.

  1. GOVERNING LAW AND JURISDICTION

14.1 These Terms are governed by the laws of Victoria, Australia.

14.2 The Parties submit to the non-exclusive jurisdiction of the courts of Victoria and any courts entitled to hear appeals from them.

  1. GENERAL

15.1 If any provision of these Terms is held invalid, the remainder will remain in full force and effect.

15.2 These Terms, together with any referenced SoW or quotation, constitute the entire agreement and supersede prior understandings in relation to the Services.

15.3 Any amendment must be agreed in writing by both Parties.

15.4 Notices may be delivered by email or any other agreed written method.