1.  Services Rendered

Provider agrees to deliver digital marketing services for Client as per the specifications detailed in the deliverables of the quote. 

Services provided by the provider will be charged at agreed cost between Provider and Client.

The Client acknowledges that electronic services are subject to interruption and breakdown, and all non-electronic services are subject to disruption; thus:

• The Services may not be entirely error-free or uninterrupted, and your access to the Service and its operation may encounter occasional errors or interruptions.
• Provider reserves the right to continue providing the Services and invoicing you for them in the event of any disruption, except disruptions caused by Provider’s negligence or willful acts or omissions.

 

2. Service Hours

All Services will be executed between 8:30 am and 5:30 pm (local office time), Monday to Friday, excluding public holidays and the Christmas / New Year closure periods.

 

3. Term

The term of this Agreement shall be for as agreed upon in the quote commencing on the Effective Date (“Term”).

 

4. Approval & Implementation

Your approval and implementation may be necessary for several items (Approval & Implementation Item) presented to you, including but not limited to:

• Service brief;
• Ad text;
• Ad targeting;
• Ad creative;
• Design concepts (and your selection of one);
• Each updated version of the chosen design concept;
• Landing page or website development;
• Completed design;
• Any other item for which Provider requests your approval.

When the Provider presents you with any Approval Item(s), you must notify the Provider in writing of your acceptance or disapproval. If the Provider does not receive a response from the Client within 3 business days, the Client will be deemed to have accepted the Approval Item.

 

5. Archiving / Retrieval

Provider will make every effort to store or archive all electronic files used in the production of your Service. However, Provider does not guarantee that any stored or archived files can be retrieved in the future.

 

6. Compensation

Client agrees to pay Provider the sum mentioned in the quote per calendar month for the services outlined in the quote. Payment shall be made through automatic deductions from the Client’s bank account either by direct debit or through a credit card transaction. These deductions will occur on the first day of each month and will cover the cost of services for the upcoming month. This arrangement ensures that the Client’s account is always in good standing, and services provided by the Provider are not interrupted due to delayed payments.

 

The Client must ensure that sufficient funds are available in the designated bank account, or the credit card limit is adequate to cover the monthly payment. In the event of a failed payment, the Provider will notify the Client, and the Client will have five (5) business days to rectify the situation. Failure to make timely payments may result in a suspension of services until the account is settled.

 

Both parties agree that this payment method is efficient and reduces administrative overhead, allowing the Provider to focus on delivering high-quality services as outlined in the agreement. The Provider will provide the Client with a monthly invoice detailing the services rendered for that period, even though the payment will be automatically processed. This ensures transparency and keeps the Client informed about the services they are receiving and the charges incurred.

7. Early Termination

Should Client decide to terminate this Agreement before the completion of the decided upon Term (if applicable), Client shall pay Provider an early termination fee of $1000 within thirty (30) days of termination. Additionally, Client acknowledges that the Provider will retain control and ownership of the contents of the Website and the hosting service for the entirety of the one-year Term. Upon payment of the early termination fee, Provider will transfer ownership and control of the Digital assets to Client within a reasonable timeframe.

 

8. Exclusions

The fees outlined in Section 3 solely cover the expenses related to the digital marketing services outlined in the quote. Any additional costs, such as domain hosting or other related expenses, shall be borne by the Client separately.

 

9. Warranty Disclaimer

This Agreement does not nullify, limit, or alter any rights or remedies, nor does it affect any guarantees, warranties, or other terms or conditions implied or mandated by legislation that cannot lawfully be excluded or restricted. Such legislation includes the Australian Consumer Law, which provides protections for purchasers of goods and services under specific circumstances, each deemed a non-excludable provision. Subject to the Provider’s obligations under these non-excludable provisions and to the maximum extent permitted by law, the Provider explicitly disclaims all warranties and representations regarding the Services, whether they are express, implied, statutory, or arise from the course of performance, dealing, or trade. This includes any warranties of merchantability, fitness for a particular purpose, satisfactory quality, accuracy, title, or non-infringement.

 

10. Limitation of Liability and Warranty: 

To the maximum extent permitted by law, the Provider shall not be held liable (whether in contract or tort) for:

1. Faults or defects in any services or goods provided by third parties in connection with this agreement.
2. Any indirect, special, or consequential loss (including loss or corruption of data, loss of profits, revenue, goodwill, anticipated savings, and business interruption) arising, regardless of whether the Provider was aware of the possibility of such loss and whether it was foreseeable.
3. In no event shall the Provider’s liability in contract, tort (including negligence and breach of statutory duty), or otherwise arising out of or in connection with this agreement exceed the amounts actually paid by the Client to the Provider for the Service.
4. The Provider does not provide warranties regarding the likelihood of success of marketing or promotional activities undertaken pursuant to the agreement. While the Provider will make reasonable efforts to optimize the performance of the Digital Marketing Campaign, no warranties or guarantees are made in respect of its performance.
5. To the fullest extent permitted by law, the Provider’s liability for a breach of a non-excludable condition is limited to either the supplying of the services again or payment of the cost of having the services supplied again. In relation to goods, the liability is limited to the replacement of the goods, the supply of equivalent goods, the payment of the cost of replacing the goods or acquiring equivalent goods, or the repair of the goods, or payment of the cost of having the goods repaired.
6. The Provider excludes all liability for the infringement of third-party Intellectual Property rights arising from any material or content published during the performance of the Services, as well as liability for misrepresentation or negligence arising from reliance on such material or content. The Client is responsible for ensuring the suitability and correctness of the material to be published as part of the Services.
7. The Provider’s liability in respect of loss of data, third-party integration failure, breach of security, interruption of business, or any consequential or incidental damages is excluded, along with all representations, warranties, or terms other than those expressly set out in the agreement.
8. The Provider’s total aggregate liability for all claims relating to the agreement is limited to the price for the Services payable under this agreement. Additionally, the liability of each party for any claim relating to the agreement will be reduced to the extent to which the other party contributed to the damage arising from the claim.

 

11. Indemnity

You agree to indemnify, defend, and hold harmless the Provider from all actions, claims, proceedings, demands, liabilities, losses, damages, expenses, and costs (including legal fees on a full indemnity basis) arising in connection with any of the following:

1. Any breach of this agreement.
2. Your negligent acts or omissions.
3. Your use of the Services, including any third-party claims made in connection with or arising out of your use of the Service, except for use in accordance with this agreement.
4. Breach of third-party Intellectual Property.
5. Additionally, you agree to indemnify and keep the Provider, its directors, officers, and employees indemnified against all losses arising from actions taken in performing the Services.

12. Intellectual Property and Supply of Raw Editable Files

All Intellectual Property Rights in the Service Intellectual Property vest in or will upon their creation vest in the Provider. The Provider grants you a non-transferable, non-exclusive license to:

 

1. Publish one copy of the Service and supporting Service Intellectual Property unless otherwise stated by the Provider.
2. Use and reproduce the other Service Intellectual Property.
3. You must not, without the Provider’s prior written consent:
4. Adapt, create derivative works from, or merge the template or other Service Intellectual Property.
5. Use the Service Intellectual Property for any purpose other than the specific purpose for which it was provided.
6. Reverse engineer, disassemble, or decompile the Service Intellectual Property.
7. Distribute, lend, resell, transfer, assign, or sublicense the Service or other Service Intellectual Property, or allow any other person to use it except in the course of visiting the Service.
8. Remove or attempt to remove any proprietary or copyright notices or any labels on the Service or other Service Intellectual Property.
9. Any Landing pages created by the Provider for paid marketing campaigns will be hosted by the Provider only for the duration of the paid marketing campaign.
10. The supply of raw/editable files is at the discretion of the Provider. Additional costs will apply, which may be based upon a percentage of the original Pricing Structure or a retrieval and release fee.
11. Stock images and commercial fonts remain the property of the Provider, under license or its licensors at all times and are governed under licensing restrictions and rules and are not transferable.
12. All ad text, ad targeting, ad creative, and all ad accounts remain the property of the Provider.
13. The Provider does not warrant that your use of the designs, materials, or content produced for you in the course of the Service will not infringe any third party’s Intellectual Property Rights or any person’s Moral Rights, but the Provider will advise you if they become aware of any infringement.
14. You agree to carry the Provider logo or text hyperlink in or under the website footer.
15. You agree to allow the Provider to use the Services provided for promotional and portfolio purposes.
16. As part of the Services, the Provider may place your company logo and case study on its corporate website or promotional collateral for promotional purposes, and you irrevocably authorize the Provider to do so.
17. You agree to provide feedback or a testimony upon request after the release/closure of the Service.

 

12. Confidentiality

Both parties agree to maintain the confidentiality of any Confidential Information belonging to the other party and not to use or disclose such information except as permitted by the terms and conditions of this agreement. This obligation extends to Confidential Information obtained by either party before entering into this agreement.

Furthermore, neither party shall disclose the terms and conditions of this agreement (including any schedules), or any details of a Purchase Order or Pricing Structure, to any third party.

This obligation of confidence does not apply to Confidential Information to the extent that its disclosure is required by law or the rules of any stock exchange on which the recipient’s securities are listed, provided that the disclosing party discloses the minimum amount of Confidential Information required to satisfy the law or rules.

If either party is required to disclose the other party’s Confidential Information as described above, they must provide a reasonable amount of notice to the other party of the proposed disclosure, consult with the other party as to the form of the disclosure, and take all reasonable steps to maintain such Confidential Information in confidence.

Each party must take all necessary, prudent, or desirable steps to safeguard the confidentiality of the other party’s Confidential Information

13. Entire Agreement

This Agreement constitutes the entire understanding between the parties concerning the subject matter hereof and supersedes all prior agreements, whether written or oral, relating to the same subject matter. Any modifications or amendments to this Agreement must be made in writing and duly executed by both parties to be considered valid and binding. No party shall be bound by any representations, warranties, or promises not expressly set forth in this Agreement.

The parties have executed this Agreement as of the Effective Date first above written.