This section explains the meanings of various capitalized terms used throughout these General Terms and Conditions. These definitions apply equally to both singular and plural forms, unless the context requires a different interpretation.
Platform: The digital interface operated by Infinite Three PTY LTD, whether developed internally, by clients, or by third-party collaborators, intended to facilitate the provision of services outlined in the contract.
Application: Software designed or licensed by Infinite Three PTY LTD, accessible to the client through ongoing support services.
3D Asset / Model: A digital depiction of a tangible item.
GDPR: The regulation governing data privacy for individuals within the European Union.
Backup: A secondary copy of client data, stored separately from the original for safety or archival purposes.
Appendices: Supplemental documents forming an essential part of the contract.
Service: Tasks performed by Infinite Three PTY LTD for the client, including any deliverables, as detailed in the contract.
Continuous Service: Ongoing, non-project-specific assistance.
Public Holidays: Days officially recognized as holidays, including New Year’s Day, Easter, Christmas, and other locally observed holidays in Queensland, Australia.
IT Infrastructure: The physical and digital framework utilized by the client to access provided services, including hardware, software, and networking components.
Interface: Software facilitating data interchange between the client’s and Infinite Three PTY LTD’s systems or third-party services.
Month: Refers to a calendar month.
Employee: A staff member of Infinite Three PTY LTD or an outsourced partner.
Client: An individual or entity procuring products or services from Infinite Three PTY LTD.
Agreement: The contractual arrangement between Infinite Three PTY LTD and the client, incorporating these General Terms and Conditions.
Customer Specific Cloud: Cloud solutions tailored to the client, based on configurations set by Infinite Three PTY LTD and the client, using dedicated infrastructure.
SLA: Service Level Agreement.
Malfunctioning: Any significant disruption in Continuous Service provided by Infinite Three PTY LTD, causing client downtime exceeding 15 minutes.
WAN: Wide Area Network.
Weekend: Saturday and Sunday.
Working Days: All days except weekends and public holidays as recognized in Queensland, Australia.
Working Hours: The period from 8:00 AM to 6:00 PM AEST on Working Days.
These General Terms and Conditions govern all proposals from Infinite Three PTY LTD, as well as agreements and subsequent arrangements between Infinite Three PTY LTD and its clients, unless explicitly agreed otherwise in writing. They are integral to each contract and proposal.
Infinite Three PTY LTD expressly dismisses the validity of any other general terms and conditions. Any deviation from these terms is valid only if documented in writing. Prior deviations do not establish rights in future similar circumstances.
Offers from Infinite Three PTY LTD are valid for 30 days, lapsing thereafter unless extended in the offer.
Contracts between clients and Infinite Three PTY LTD are finalized upon mutual signature or, for online agreements, upon client confirmation in response to Infinite Three PTY LTD's verification email.
Infinite Three PTY LTD reserves the right to terminate discussions with a client at any point without liability for damages.
Unless agreed differently, all timelines provided by Infinite Three PTY LTD are estimates, made to the best of their knowledge, and do not serve as absolute deadlines.
Infinite Three PTY LTD will notify the client of any delays or potential delays, explaining the reasons and the expected impact on delivery times.
Prices and rates are quoted in $AUD, exclusive of GST and other government-imposed charges.
Travel and accommodation costs, if applicable, will be billed separately with prior written consent from the client.
For price determination based on metrics such as number of 3D Assets, users, data traffic, etc., Infinite Three PTY LTD’s systems will be definitive. Upon request, Infinite Three PTY LTD will provide related reports to the client.
Prices and rates may be adjusted annually based on the $AUD commercial services price index, with notification to the client at least one month in advance. Should adjustments exceed this index, the client may terminate the contract within 30 days of notification, effective from the date the new rates apply.
Invoices from Infinite Three PTY LTD must be settled within 14 days from their date, unless otherwise agreed.
Failure to pay, despite a default notice, entitles Infinite Three PTY LTD to claim extrajudicial costs at a minimum of 15% of the due amount, plus statutory interest, with a minimum charge of $AUD 250. Infinite Three PTY LTD may also suspend services after issuing a written warning.
Payments must be made without deduction, discount, or set-off, unless explicitly agreed otherwise.
Infinite Three
PTY LTD commits to delivering its services in line with the SLA, employing necessary measures to this end.
Warranty claims are void if the client is in default, such as by failing to meet conditions specified in the current SLA.
Infinite Three PTY LTD guarantees professional service execution and may delegate duties to third parties as needed.
Upon termination of Continuous Service, Infinite Three PTY LTD will consult with the client regarding data transfer or destruction and related timelines, if requested within one month of service cessation. Absent such a request, Infinite Three PTY LTD may delete the client’s data.
All termination-related tasks by Infinite Three PTY LTD are billed based on actual costs at current rates.
Both parties commit to strict confidentiality regarding each other’s organizational details, platforms, data, and any information of a confidential nature. Information shall not be shared with third parties or employees unnecessarily, without prior written consent.
Should Infinite Three PTY LTD receive third-party requests for client-related information, it will direct these to the client and notify them, barring legal prohibitions. Infinite Three PTY LTD will only comply with compulsory legal requests for specific information.
All intellectual property rights related to Infinite Three PTY LTD’s work, including software and service outcomes, belong to Infinite Three PTY LTD or its suppliers. These rights are not transferable without explicit agreement.
Upon full payment of all dues, intellectual property rights for 3D Assets created revert to the client.
Infinite Three PTY LTD retains the right to acknowledge its contribution to the work and requires written permission for public disclosure of its work without credit, unless the work’s nature precludes such credit.
Upon fulfilling contractual obligations, the client receives an exclusive usage license for the work’s intended purpose. If purposes are not explicitly defined, usage is limited to the scope known at contract inception. Unauthorized use beyond these terms entitles Infinite Three PTY LTD to compensation.
The client is authorized to use the service as provided by Infinite Three PTY LTD, adhering strictly to any notified conditions or known third-party supplier conditions.
Both parties indemnify each other against claims related to actual or alleged intellectual property right infringements arising from service use.
Infinite Three PTY LTD’s indemnification is conditional on immediate client notification of such claims, allowing Infinite Three PTY LTD exclusive defense control. Indemnification is void if the infringement is client-attributable.
Contracts are for specified durations, defaulting to a minimum two-year term from service commencement, with automatic indefinite extensions. Termination requires quarter-end notice, given three months in advance.
Early termination is restricted during the initial term, except under agreed terms or included provisions, allowing for quarter-end termination upon agreed compensation and notice.
Termination notices must be registered, specifying the end date.
Parties may dissolve the contract via registered letter for attributable non-compliance, after a reasonable rectification period.
Immediate dissolution rights exist for significant financial incapacity or legal changes in party status, without compensation obligations.
Client-initiated dissolution forfeits compensation rights.
Liability for Infinite Three PTY LTD is capped at the contract value excluding GST, or for continuous services, the annual contract value, not exceeding $AUD 50,000. Liability is strictly for direct losses.
Indirect and other loss liabilities are excluded.
Liability requires a formal default notice, allowing Infinite Three PTY LTD remediation time, and follows regulatory compliance.
Damage notifications must be precise and timely.
Infinite Three PTY LTD disclaims liability for incorrect/incomplete client information, indemnifying against third-party intellectual property claims.
Obligations are suspended under force majeure, including supplier failures, natural disasters, and societal disruptions.
Contracts may be terminated by either party via registered letter after 180 days of force majeure, without compensation, settling performed activities proportionally.
Under GDPR, Infinite Three PTY LTD acts as the Processor, with the client as the Controller, responsible for compliance notifications.
Infinite Three PTY LTD’s role is limited to a Processor’s obligations under GDPR. Security measures affecting operations will be consulted with the client.
Both parties ensure reasonable data protection, with security levels judged on context, including data sensitivity and technological costs.
Mutual indemnification applies for non-compliance with data protection laws.
Infinite Three PTY LTD may engage third parties for contract execution, without affecting its liabilities.
Client rights/obligations transfer requires Infinite Three PTY LTD’s consent, potentially with conditions.
The client must supply all necessary information for contract fulfillment, as requested by Infinite Three
PTY LTD.
Failure to provide timely, complete, or correctly formatted data allows Infinite Three PTY LTD to suspend services, charging for incurred costs.
Queensland, Australia law applies to all contracts.
Disputes arise upon declaration, requiring detailed issue and resolution descriptions.
Urgent cases may seek preliminary relief in Queensland courts, without waiving negotiation efforts.
Infinite Three PTY LTD may reference the client as a testimonial, subject to agreement specifics.
Invalidity in one provision does not affect the remainder, with parties to seek a replacement reflecting the original intent.
Agreement inconsistencies prioritize direct agreement provisions over appendices and general terms.
Unforeseen activities are billed based on actual costs at current rates.
Digital communications are valid for written notifications, with the sender bearing proof responsibility for electronic delivery claims.
Complaints require written submission within one month, with Infinite Three PTY LTD addressing them within five working days, without affecting payment obligations.
The client must avoid actions that could disrupt Infinite Three PTY LTD or third-party infrastructure, adhering to lawful, ethical, and contractually agreed practices.
Infinite Three PTY LTD may instruct or suspend services to prevent disruptions, with the client defaulting upon non-compliance.
A fair-use policy applies, with Infinite Three PTY LTD reserving intervention rights for excessive use, which includes high platform demand or support needs.
Services must not be used unlawfully or in ways harmful to Infinite Three PTY LTD’s reputation, with consent required for resale or third-party benefits.
Breaches allow Infinite Three PTY LTD to terminate the contract or suspend services, without affecting the client’s financial obligations.
Clients must report unauthorized network access to Infinite Three PTY LTD immediately.