Terms and Conditions
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1. SERVICES
1.1 The Company agrees to provide marketing services (the Services) to the Customer.
1.2 The Services consist of marketing services including but not limited to digital marketing, strategy and management, content management, lead generation campaigns, paid advertising management, google advertising, online advertising, social media marketing and advertising, copywriting services and outsourced marketing.
1.3 The Customer agrees to abide by the terms of this Client Agreement and any reasonable request made by the Company in order to deliver the Services.
1.4 The Services provided are outlined in Annexure A attached to this Client Agreement. Annexure A forms part of this Client Agreement.
1.5 The Company is engaged solely by the Customer to provide the Services. Any use, either directly or indirectly, by a third party such as a different business entity other than the Customer is prohibited under the terms of this Client Agreement.
1.6 The Company may, at its sole discretion, change or modify all or any of the parts of this Client Agreement by providing reasonable notice to the Customer.
1.7 The Company will provide the Customer with an initial draft of any content it intends to create as part of the Services and once approved by the Customer, it will be uploaded to the appropriate channels and accounts. Any paid advertising content created is subject to the approval process of a third party that may result in a delay between Customer approval and the Services being implemented.
1.8 The Company and the Customer agree to adhere to the service conditions of any third party provider, such as Google, YouTube, Facebook, Instagram and LinkedIn.
1.9 The Company reserves the right at its sole discretion to:
(a) make improvements, corrections, adaptations, conversions and/or any change the approved content where it considers it reasonable to do so;
(b) refrain from publishing, remove from publication or otherwise amend the publication of any content that the Company considers it reasonable to do so;
(c) establish a new operating and usage policy for the Company and change it at any time should the Company consider it reasonable to do so for internal management purposes; and
(d) refrain from publishing the Company’s numbers or contact details, or any other details of the Company.
2. THE CUSTOMER’S RESPONSIBILITIES
2.1 The Customer will provide to accurate, complete and current information requested by the Company to enable it to provide the Services. The Customer will update any information requested by the Company should any change occur after it is provided.
2.2 The Customer agrees to comply with any notification or restriction imposed by the Company with respect to any of the Company’s intellectual property used in the delivery of the Services.
2.3 The Customer assumes sole risk and responsibility for determining whether any content developed as part of the Services is in, or remains in, the public domain. The Customer grants the Company the right to edit, copy, publish, distribute, translate or otherwise use any content that you may have previously created or that is created as part of the Services in any medium. The Customer warrants that it is legally entitled to grant these rights and that any information contained in any content is true and correct.
2.4 The Customer is solely responsible for all content that may be published as a result of the Services when approved by the customer. The Customer retains any and all legal liability regarding any material published and further waives any right to action as against the Company with respect to any material published as a result of the Services.
3. LEGALITY
3.1 A party must not promote any service or product which is unlawful, illegal, fraudulent or which breaches any applicable laws, regulations or legally binding codes, or infringes any third party rights, or may give rise to any form of legal action against the Company or the Customer or any third party.
3.2 The Customer indemnifies and undertakes to keep the Company indemnified against any and all liabilities, damages, losses, expenses and costs (including legal expenses and amounts paid in settlement of any claim or legal action) arising, directly or indirectly, out of any breach (or alleged breach) by the Customer of this clause 3.
4. PAYMENT OF CHARGES TO THE COMPANY
4.1 The Customer must pay the Company’s fees as agreed and outlined, upfront each month from commencement until completion.
4.2 The Customer agrees to pay all fees and charges incurred in the payment of the Company’s fees, including any applicable processing fee such as bank and credit card fees.
4.3 Without prejudice to any other remedies available to the Company at law or pursuant to this Client Agreement, if at any time the Customer is in breach of an obligation (including those related to payment), the Company may suspend or terminate the Services and any other obligation set out in this Client Agreement. The Company will not be liable for any loss and damage suffered by the Customer as a result of the Company exercising its rights set out herein.
5.WARRANTIES
5.1 The Customer acknowledges that:
(a) search engine and social media algorithms and pay-per-click advertising platforms will change from time to time, which may affect advertising results, the website’s ad positions and/or performance, and the Company has no control over such changes;
(b) it can take weeks or months for the Services to have significant results; and
(c) the Company will not be responsible for any alterations to websites, social media accounts and paid advertising campaigns made by the Customer or any third party that reverse or effect changes made to the website social media accounts and paid advertising campaigns by the Company as part of the Services.
5.2 The Company provides no warranty as to the effectiveness of the Services and further does not warrant that the Services will result in an increase in sales, business activity, profits or any other form of subjective or objective improvement in the Customer’s business operations.
5.3 To the maximum extent permitted by applicable law, no other terms concerning the subject matter of the Agreement will be implied into the Agreement or any related contract.
6. PRIVACY
6.1 The Company shall not disclose your information, or any personal information (as defined in the Privacy Act 1988), unless compelled to do so or where permitted to do so by law.
7. LIMITATION OF LIABILITY
7.1 The Company’s and the Customer’s liability to the other party under or in connection with this Agreement or any collateral contract, whether in contract or tort (including negligence), will be limited as follows:
(a) neither party will be liable for any:
(i) loss of any commercial opportunity; or
(ii) indirect, special or consequential loss or damage; and
(b) neither party will be liable for any losses arising out of a Force Majeure Event.
7.2 The limit of the Company’s liability to the Customer under or in connection with this Agreement, or any collateral contract, shall be the sum paid to the Company in fees (excluding any fees payable to third parties either directly by the Customer or as invoiced via the Company).
7.3 The Customer agrees to waive any liability to the Company for loss of data of any kind and warrants that it maintains appropriate back-up systems so that any losses that may arise from a loss of data are appropriately limited.
7.4 The Customer agrees that the Company has no responsibility for any amendment to operating systems imposed by third parties (such as Google, YouTube, Facebook, Instagram, LinkedIn etc) that may affect the results of the Services.
8. DATA PROTECTION
8.1 The Customer warrants that it has the legal right to disclose all personal information that it discloses to the Company under this Agreement and that the lawful and proper processing of that personal information by the Company for the purposes of and in accordance with the terms of the Agreement will not breach any applicable laws.
9. TERMINATION
9.1 The Company may terminate this Client Agreement by giving at least 30 days written notice to the Customer within the twelve-month agreement.
9.2 This Client Agreement may be immediately terminated by the Company if any fees are unpaid, or if, in the Company’s reasonable opinion, the Customer fails to cooperate or hinders its ability to perform the Services.
9.3 This Client Agreement may immediately be terminated by the Company, if:
(a) the Customer becomes insolvent, convenes a meeting with its creditors or proposes to enter into an arrangement with creditors, or makes an assignment for the benefit of its creditors; and
(b) a receiver, manager, liquidator (provisional or otherwise), trustee in bankruptcy or any similar such appointment in respect of the Customer is made.
9.4 The Customer remains responsible for all charges incurred up to the date any cancellation takes effect.
9.5 The Company will not be liable to provide a refund for anything fees paid in advance.
9.6 Should the agreement be terminated after six months, the Company may, at its sole discretion, provide a partial refund if requested by the Customer. The amount of the refund will also be at the Company’s sole discretion. Any such refund will be processed within 15 working days of a refund being agreed by the Company.
9.7 Any daily budget spent already by a Customer shall be excluded from any refund request.
9.8 The Company reserves the right, at its sole discretion, to restrict, suspend or terminate the Customer’s access to all or any of the Services that the Company is providing, including but not limited to Digital Marketing Management, Social Media Marketing and Advertising, Pay Per Click Advertising, Email Marketing at any time for any reason without prior notice. The Company may change, suspend or discontinue all or any aspect of the Services at any time, including the availability of any Service feature, database or content without prior notice.
10. GENERAL
10.1 No breach of any provision of the Agreement will be waived or deemed to be waived except with the express written consent of the party not in breach.
10.2 If a clause of the Agreement is determined by any Court or other competent authority to be unlawful and/or unenforceable, the other clauses of the Agreement will continue in effect.
10.3 Nothing in this Agreement will constitute a partnership, agency relationship or contract of employment between the parties.
10.4 This Agreement may not be varied except by written agreement.
10.5 This Agreement is subject to the non-exclusive jurisdiction of the Courts of the State of Queensland, Australia.