1. Acceptance of Terms
By accessing or using the services provided by Tyomnaya Vishnya Pty Ltd ("Company," "we," "our," or "us"), you ("Client," "you," or "your") agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, you may not access or use our services.
These Terms constitute a legally binding agreement between you and Tyomnaya Vishnya Pty Ltd, governing your use of our website (tyomnaya-vishnya.com) and professional services related to urban planning and development consultancy.
2. Description of Services
2.1 Professional Services
Tyomnaya Vishnya provides professional consulting services in:
- Urban planning and development strategies
- Smart city infrastructure design and implementation
- Sustainable development consulting
- Transportation network planning
- Innovation hub development
- Environmental impact assessment
- Project management and delivery
2.2 Website Services
Our website provides:
- Information about our services and expertise
- Industry insights and thought leadership content
- Client portal access (where applicable)
- Contact and inquiry submission capabilities
- Newsletter and marketing communications
3. Client Obligations
3.1 Information Accuracy
You agree to:
- Provide accurate and complete information when engaging our services
- Promptly notify us of any changes to provided information
- Cooperate fully in the delivery of professional services
- Provide timely feedback and approvals as required
- Ensure all necessary permissions and authorizations are obtained
3.2 Payment Obligations
Clients agree to:
- Pay all fees according to agreed schedules and terms
- Cover reasonable expenses incurred in service delivery
- Pay applicable taxes and government charges
- Maintain current and valid payment information
3.3 Compliance Requirements
You must:
- Comply with all applicable laws and regulations
- Obtain necessary permits and approvals for project implementation
- Ensure project activities comply with environmental standards
- Maintain appropriate insurance coverage for projects
4. Intellectual Property Rights
4.1 Company Intellectual Property
All content, materials, methodologies, and intellectual property developed by Tyomnaya Vishnya remain our exclusive property, including:
- Proprietary planning methodologies and frameworks
- Software tools and applications
- Templates, models, and analytical tools
- Research and market intelligence
- Branding, trademarks, and copyrighted materials
4.2 Client-Specific Deliverables
For work products specifically created for clients:
- Clients receive usage rights for their intended purpose
- Tyomnaya Vishnya retains rights to underlying methodologies
- Modifications or derivatives require written consent
- Commercial use beyond agreed scope requires separate licensing
4.3 Third-Party Rights
We respect third-party intellectual property rights and expect clients to do the same. Any use of third-party materials must comply with applicable licensing terms.
5. Confidentiality
5.1 Mutual Confidentiality
Both parties agree to maintain confidentiality of:
- Proprietary business information and strategies
- Technical specifications and project details
- Financial information and commercial terms
- Personal information of individuals involved
- Any information marked as confidential
5.2 Exceptions
Confidentiality obligations do not apply to information that:
- Is publicly available through no breach of these Terms
- Was known prior to disclosure
- Is independently developed
- Must be disclosed by law or regulation
- Is approved for disclosure in writing
6. Limitation of Liability
6.1 Professional Standards
Our services are provided in accordance with professional standards and industry best practices. However, we cannot guarantee specific outcomes or results from our recommendations.
6.2 Liability Limitations
To the maximum extent permitted by law:
- Our total liability is limited to the fees paid for specific services
- We are not liable for indirect, consequential, or punitive damages
- We are not responsible for implementation decisions made by clients
- Liability for third-party actions or government decisions is excluded
6.3 Insurance and Indemnification
We maintain professional indemnity insurance covering our services. Clients agree to indemnify us against claims arising from their implementation of our recommendations beyond our control.
7. Data Protection and Privacy
7.1 Privacy Compliance
We are committed to protecting your privacy in accordance with:
- Australian Privacy Principles (Privacy Act 1988)
- General Data Protection Regulation (GDPR) where applicable
- Industry-specific privacy requirements
- Our comprehensive Privacy Policy
7.2 Data Security
We implement appropriate technical and organizational measures to protect personal and project data, including encryption, access controls, and regular security assessments.
8. Termination
8.1 Termination by Either Party
Either party may terminate services:
- With 30 days written notice for ongoing services
- Immediately for material breach that remains uncured
- Immediately if insolvency or bankruptcy occurs
- As specified in individual service agreements
8.2 Effect of Termination
Upon termination:
- Payment obligations for completed work remain
- Confidentiality obligations continue indefinitely
- Intellectual property rights are preserved
- We will assist with reasonable transition requirements
9. Professional Standards and Ethics
9.1 Professional Conduct
We adhere to professional standards including:
- Planning Institute of Australia (PIA) Code of Professional Conduct
- Australian Institute of Architects guidelines where applicable
- Engineers Australia professional standards
- International best practices in urban planning
9.2 Conflict of Interest
We maintain policies to identify and manage potential conflicts of interest, ensuring our advice remains independent and in our clients' best interests.
10. Force Majeure
Neither party shall be liable for delays or failures in performance resulting from circumstances beyond reasonable control, including:
- Natural disasters and extreme weather events
- Government actions, regulations, or policy changes
- Labor disputes, strikes, or industrial action
- Technology failures or cyber security incidents
- Public health emergencies or pandemics
11. Governing Law and Jurisdiction
11.1 Applicable Law
These Terms are governed by the laws of Victoria, Australia, and applicable Commonwealth legislation.
11.2 Dispute Resolution
Disputes shall be resolved through:
- Good faith negotiation between senior representatives
- Mediation through the Australian Commercial Disputes Centre
- Arbitration under ACICA Arbitration Rules (if mediation fails)
- Courts of Victoria, Australia (as a last resort)
12. Website Terms
12.1 Acceptable Use
When using our website, you agree not to:
- Use the site for unlawful purposes
- Attempt to gain unauthorized access to systems
- Transmit viruses or malicious code
- Interfere with site functionality or security
- Harvest data or personal information without consent
12.2 Content Accuracy
While we strive to maintain accurate information, website content is for general information purposes and should not be relied upon for specific professional decisions without consultation.
13. Changes to Terms
We may update these Terms periodically to reflect:
- Changes in our services or business practices
- Legal or regulatory requirements
- Industry best practices and standards
- Client feedback and operational improvements
Material changes will be communicated via email or website notice at least 30 days before taking effect. Continued use of our services constitutes acceptance of updated Terms.
14. Contact Information
For questions about these Terms or our services, please contact:
15. Severability
If any provision of these Terms is found to be unenforceable or invalid, the remaining provisions shall continue in full force and effect. Invalid provisions shall be modified to the minimum extent necessary to make them enforceable while preserving their original intent.
16. Entire Agreement
These Terms, together with our Privacy Policy and any specific service agreements, constitute the entire agreement between the parties and supersede all prior negotiations, representations, or agreements relating to the subject matter.