The Client is of the opinion that The Company has the necessary qualifications, experience and abilities to provide the enlisted services to The Client. The Company is agreeable to providing such services to The Client on the terms and conditions set out in this Agreement.
IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Company and The Company (individually the “Party” and collectively the “Parties” to this Agreement) agree as follows:
2. Services Provided
The Client hereby agrees to engage The Company to provide The Client with services (the “Services”) consisting of:
2.1. “Consultancy and Project services”.
2.2. The Services will also include any other tasks which the Parties may agree on and additional remuneration will be applied as advised by The Company.
The Company hereby agrees to provide such Services to the Company.
3. Term of Agreement
3.1. The term of this Agreement (the “Term”) will begin on the date of this agreement and will remain in full force and effect indefinitely until terminated as provided in this Agreement. The Agreement suggest that the contract between both parties will keep continuing for 90 days or 3 months, else otherwise stated. If the Agreement is terminated before time or without written notice, $1000 cancellation charge would be charged.
3.2. In the event that either Party wishes to terminate this Agreement, that Party will be required to provide at least 21 days’ written notice to the other Party.
3.3 . In the event that either Party breaches a material provision under this Agreement, the non-defaulting Party may terminate this Agreement and require the defaulting Party to indemnify the non-defaulting Party against all reasonable damages.
3.4. This Agreement may be terminated at any time after the agreed period of time by mutual agreement of the Parties.
3.5. Except as otherwise provided in this Agreement, the obligations of The Company will end upon the termination of this Agreement, no legal or monetary consequence of damages brought forward by non-completion of this project will be subject to blame or held in responsibility of The Company.
3.6. All IP (“Intellectual Property”), creative and graphic design, projects, ideas and products created within the engagement and term of Agreement of/with The Company are the property of The Company – The Client is granting permission through this agreement for The Company to implement and utilise these assets at their discretion.
3.7. The Client may use said IP however they deem fit – no recognition or compensation will be sought by “The Company” for the revenue gained by the business for any created, developed or suggested IP.
3.8. The Company will not seek further remuneration for the services provided or the assets provided upon completion of this project – however the model of the project may be replicated at The Company’s discretion, however not in any exact way or conflict of interest.
4.1. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.
4.2. If issues arise regarding the level of work or completion of projects, these will be addressed on a case-by-case basis.
4.3. The Client will address in writing any concerns prior to terminating the agreement. It is in the best interest of the work relationship to promote healthy communication between both parties.
4.4 In the event that a performance issue could arise The Client will provide The Company 72 hours to rectify the issue/challenge/request in which The Company will provide a resolution to the objection (unless time restraints are at play, in which The Company will provide in a written response when the Task will be addressed).
4.5 The Company will never be held legally liable or in monetary responsibility for any project terminated by The Client.
4.6 Upon completion of the project The Company will not be held liable for performance of campaigns or results, this is solely the responsibility of The Client as each and every element of the Project will be tested by The Company, prior to distribution of the final draft.
5.1. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in Australian Dollars.
6. Compensation / Fees
6.1. For the services rendered by The Company as required by this Agreement, The Client will provide compensation (the “Compensation”) to The Company as follows:
6.2. An agreed amount of $___/month as required for services provided during the course of the Terms of Agreement as contracted under the monthly rate. For Project packages please see the official Work Order document provided.
6.3. In consideration of the provision of the Services and Deliverables, The Client must pay the fees to The Company in accordance with this clause 3 and as set out in Work Order (Fees).
6.4. GST and invoicing:
6.4.1. For the purposes of this clause, GST means a goods and services tax, or a similar value added tax, levied or imposed under the GST Law, where GST Law means the same as in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
6.4.2. The Fees are exclusive of any GST and will be in Australian dollars. Where GST is payable on a supply made by The Company under this Agreement, The Company may charge the Company an additional amount equal to the GST payable on that supply.
The Company must provide the Company with a tax invoice in accordance with the GST Law.
7.1. The Client must pay the Fees and any GST amount within 7 business days of receipt of a valid tax invoice from The Company.
8. Variation of Fees
8.1. The Fees may be varied by agreement in writing
9. Additional Resources
9.1. The Client agrees to provide, for the use of The Company in providing the Services, the following resources:
9.1.1. Access to each project file
9.1.2. Any additional files or working documents that will assist in project
9.1.2. Contact with senior team members for consultation when needed.
10.1. Confidential information (the “Confidential Information”) refers to any data
or information relating to The Client, whether business or personal, which would reasonably be considered to be private or proprietary to The Client and that is not generally known and where the release of that Confidential Information could reasonably be expected to cause harm to The Client.
10.2. The Company agrees that it will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which The Company has obtained, except as authorized by The Client. This obligation will survive the expiration or termination of this Agreement and will continue indefinitely.
10.3. All written and oral information and materials disclosed or provided by The Client to The Company under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to The Company.
10.4. There is to be no discussion or engagement between The Client and previous, potential or current clients, this includes Google, Facebook, Instagram or any online platform reviews, in a negative manner, upon termination of this agreement regarding details of termination or work behaviours or patterns. Doing so can be classed as ”Slander” and The Company will hold the rights to seek compensation through Legal Action.
11.1. The Company is not bound by a Non-Compete.
12.1. The Company understands and agrees that any attempt on the part of The Company to induce other employees or contractors to leave The Clients’ employment, or any effort by The Company to interfere with The Clients’ relationship with its employees or other service providers would be harmful and damaging to The Client.
12.2. During the term of this Agreement and for a period of two (2) years after the expiration or termination of this Agreement, The Company will not in any way directly or indirectly:
– 12.2.1. induce or attempt to induce any employee or other service provider of the Company to quit employment or retainer with The Client;
– 12.2.2. otherwise interfere with or disrupt The Clients’ relationship with its employees or other service providers;
– 12.2.3. discuss employment opportunities or provide information about competitive employment to any of The Clients’ employees or other service providers; or
– 12.2.4. solicit, entice, or hire away any employee or other service provider of The Client.
13. Ownership of Materials and Intellectual Property
13.1. All intellectual property and related materials (the “Intellectual Property”)
including any related work in progress that is developed or produced under this Agreement, will be the sole property of The Company. The use of the Intellectual Property by The Company will not be restricted in any manner.
13.2. The Company will not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of The Client. This includes but is not limited to –
13.2.1. Social Media Portfolios, stories or tiles
13.2.2. Website reference or advertising partnership
13.2.3. Digital or Hard copy portfolios for references to gain monetary advantage or work.
13.2.4. Distribution of the project model provided for monetary gain or services.
13.3. The Company will be responsible for any and all damages resulting from the unauthorized use of the Intellectual Property.
13.4 The Company may sell The Client any working files at an agreed upon value.
13.5 All working files are the sole ownership of The Company.
13.6 The Client becomes the sole owner of all the designs produced at the successful payment of all the invoices issued.
14. Return of Property
14.1. There will be no property provided between the two parties.
15. Capacity of engagement of services
15.1. In providing the Services under this Agreement it is expressly agreed that The Company is acting as an independent entity and not as an employee.
15.2. The Company and The Client acknowledge that this Agreement does not create a partnership or joint venture between them and is exclusively a contract for service.
15.3. The Company will hold no financial obligation for The Client other than to receive payment from The Client for services provided in the Work Order.
16. Termination for insolvency
16.1. Termination by notice in writing of 21 days.
16.1.1. Either party may terminate this Agreement by giving written notice
to the other party at least 21 days in advance. By failing to provide notice for the agreed period will result in forfeiting any fee reduction payable to The Client, unless otherwise agreed in writing. Additionally, The Company agrees to provide all works to the point of completion to The Client prior to the termination date.
16.2. Break down of Percentage payable to completion rate:
16.2. Termination for breach
16.2.1. If a party breaches any term of this Agreement, the other party may give notice requiring that party to rectify the breach.
16.2.2. If the notified party fails to rectify the breach to the satisfaction of the notifying party within 7 days of the notice, the notifying party may terminate this Agreement by notice in writing.
16.2.3. The Company may terminate this Agreement at any time without notice if you engage in a serious or material breach of this Agreement.
16.2.4. The Company may terminate this Agreement at any time by notice in writing to The Client if they:
● have acted in dishonesty, where their serious misconduct or serious neglect of duty in connection with the provision of the Services; or
● engage in any act or omission that in the reasonable opinion of The Company has or will likely have the effect of causing material damage to The Company.
● The Client will be held liable for any expenses incurred during this period due to such neglect and may be sought for damages through legal action by The Company.
● Any illegal or morally unacceptable behaviour – deemed so by The Company or a legal body.
17. Either party may terminate this Agreement if:
17.1.1. the other party enters into a deed of arrangement or an order is made for it to be wound up;
17.1.2. an administrator, receiver or receiver/manager or a liquidator is appointed to the other party pursuant to the Corporations Act 2001
17.1.3. the other party would be presumed to be insolvent by a court in any of the circumstances referred to in the Corporations Act 2001 (Cth)
18. Obligations upon termination
18.1. If at the end of this Agreement the Company is owed any Fees, expenses or reimbursements for work completed and are submitted to The Client, The Company may give The Client an invoice, as long as all conditions for payment in line with points 16.1-22.214.171.124 have been met.
18.2. The Client must pay The Company that amount (provided it is properly issued tax invoice and expectations have been met) within 2 weeks of receiving the invoice.
18.3. The Company must return, or at The Clients’ request, this includes all copies or duplicates made.
19.1. From the Commencement Date until the end of the Restraint Period, The Company must not, within the Restraint Area:
19.1.1. canvass, solicit or endeavour to entice from the Company any person or organisation that was a customer or supplier of the Company (or whose business or customer the Company was cultivating during the Term), in relation to whom you regularly dealt with during the Term;
19.1.2. canvass, solicit or endeavour to entice any employee or agent of the Company to terminate their contracts of employment or agency with the Company, other than as a result of normal recruiting practices which are not targeted at a particular individual;
19.1.3. interfere or seek to interfere with the relationship between The Client and The Clients’ customers, suppliers, personnel or other third party with whom The Client has a commercial relationship; or
19.1.4. induce any other person to perform any of the acts specified in sub-clauses of this clause.
20. The Company acknowledges and agrees that
20.1. Each restraint is reasonable in its scope and duration having regard to the interests of The Company and The Client and goes no further than is reasonably necessary to protect the interests of BOTH parties;
20.2. each restraint is separate and independent from each other restraint;
20.3. any breach by either party of this clause would cause irreparable harm and significant damage to either party and accordingly that either party has the right to seek and obtain immediate injunctive relief in relation to any such breach; and
20.4.The Client is relying upon this acknowledgement in entering into this Agreement.
21.1. All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties of this Agreement as follows:
22.1. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement.
22.2. This indemnification will survive the termination of this Agreement.
23. Legal Expenses
23.1. In the event that legal action is brought to enforce or interpret any term of this Agreement, the prevailing Party will be entitled to recover, in addition to any other damages or award, all reasonable legal costs and fees associated with the action.
24. Modification of Agreement
24.1. Any amendment or modification of this Agreement or additional obligation
assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party
25. Time of the Essence
225.1. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.
26.1. The Company will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of The Client.
26.2. The Company will not outsource any works intended by The Client – without written consent by the company representatives.
26.3. The Company may use additional services in line to complete tasks – however these will be covered by a third party agreement between The Company and The Agent
27. Entire Agreement
27.1. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.
28.1. This Agreement will inure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators, successors and permitted assigns.
29.1. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
230.1. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
31. Governing Law
31.1. It is the intention of the Parties to this Agreement that this Agreement and the performance under this Agreement, and all suits and special proceedings under this Agreement, be construed in accordance with and governed, to the exclusion of the law of any other forum, by the laws of Australia, without regard to the jurisdiction in which any action or special proceeding may be instituted.
32.1. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
33.1. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.
IN WITNESS WHEREOF the Parties have duly affixed their signatures under hand and seal on this Social Media Contract