Terms and Conditions

1 Application

1.1 This is the agreement we use for delivering Social Media services. We encourage you to read and understand this agreement as it explains each of our responsibilities and is designed to protect you as well as us. When we use the word ‘services’ in this agreement, we mean the services we have set out in the schedule or in a proposal or quote we have given you.

1.2 No Relationship - We are providing services to you as an independent contractor and nothing in this agreement should be interpreted to suggest otherwise.

1.3 By asking us to start work, signing this agreement or paying an initial deposit, setup fee or monthly payment, you are agreeing to be bound by these terms.

1.4 Unless otherwise agreed to in writing by both parties, these terms apply from the date of this agreement and cover all the services you ask us to provide. These terms form the complete agreement between us. Any standard customer or client terms presented to us are excluded.

1.5 We can assist you with additional services not already identified in the schedule or proposal (subject to consultation and scope) however additional services will attract additional costs so please make sure all of the services you are expecting to be included are correctly detailed. Additional work (even for small items) will be charged at our hourly rate.

1.6 If you have any questions about the inclusions or fees set out, or if there is any part of this agreement that you do not understand, please let us know before agreeing to these terms.

1.7 Where we provide time frames for completion of the services or part of the services, these are estimates only. We will aim to meet time frames provided however reserve the right to update the timeframes at any time if required.

2 Third Party Platforms

2.1 You authorise us to use Later for your Social Media Management. This will be charged at $5 USD per month.

2.2 You acknowledge that third party platforms may change their policies, algorithms, regulations or systems at any time. We cannot be held liable for loss or damage incurred by you as a result of changes made to third party platforms, this includes the closure of an account by the platform provider without notice or explanation.

3 Content Creation

3.1 If it is part of the services we have agreed to supply, we may design, create, write or edit content on your behalf. We may also purchase licenses to use themes, stock images, stock music or stock videos on your behalf.

3.2 Unless otherwise agreed, all content we create for you will be provided to you for approval. Before giving approval, you will have two (2) opportunities to ask for revision. This must be done within five (5 days, otherwise we will proceed as if no changes are required (‘deemed approval’)

3.3 To request a revision:

(a) Changes and comments must be provided (in writing) in one complete brief and not multiple emails.

(b) Extended revisions outside of the scope of the services will be charged at our hourly rates.

(d) Once we have your approval (or deemed approval) at each stage, any further requests will incur additional charges.

3.4 You may authorise us to create content and conduct campaigns on your behalf without your direct involvement. In this scenario, we will carry out the work consistently with the objectives you have told us, and any work completed for you in the past. We act as your agent in this process and you indemnify us against any liability (including legal fees and costs) threatened or actual, arising from that work.

4 Account Billing

4.1 Unless otherwise agreed, any deposit or setup fee must be paid before work will commence.

4.2 You agree, if you terminate this agreement before the set-up amount has been paid in full, you will pay the remaining set-up fee in full prior to terminating this agreement.

4.3 Unless otherwise agreed, our services will be billed as set out in the schedule and must be paid in accordance with the payment terms shown on our invoice. This will either be on a:

(a) Monthly retainer basis – fees will be payable on the 1 day of each month in advance (note – if you have a start date that is part way through a month, the first payment must be made before services commence and will be for the prorated part of that month, the next payment will then draw at the start of the next month for the full monthly amount). If a minimum term is shown in the schedule, you agree you will pay our monthly retainer for the minimum number of months shown.

(b) Project basis – We require 50% payment upfront with the balance 50% payable upon completion.

4.4 If fees remain unpaid after attempts by us to recover payment, we may pursue legal action and/or forward the debt to a collection agency or lawyer for further action. You agree you will pay for any fees incurred by us for debt collection, administration and/or legal costs (on a solicitor and own client basis).

4.5 You agree to pay interest at a rate of 8% per annum calculated from the date of invoice on any outstanding debt (both prior to and after judgement, if applicable).

4.6 Unless otherwise stated, the fees shown in the schedule are exclusive of GST (or other imposed sales or other tax applicable in our jurisdiction). You agree to pay an additional amount sufficient to cover the GST or other tax where applicable.

4.7 If you request to have a campaign or our services paused, we may impose a fee to reactivate your project.

4.8 You agree we may suspend our services if you do not make agreed or invoiced payments.

5 Non-exclusivity

5.1 By entering into this agreement, we do not enter into any form of exclusive arrangement with you for the supply of the services. We may at any time supply similar services or the same services to anyone else.

6 Variations

6.1 You acknowledge that the online environment is constantly changing and that we may change or amend part of the services if we believe that something we have offered is no longer effective, available or financially viable, or there is something better than originally proposed. We will advise you of any changes in the services before they take effect.

6.2 We may subcontract part or all of the services or use external suppliers. Any subcontractors or external suppliers will be bound by the terms of this agreement.

7 Promotion

7.1 By entering into this agreement, you consent to our use of your name, business name, logo, the work we completed for you (either completed, drafts, unused ideas or part of your portfolio) and/or any testimonial provided by you for the ongoing promotion or management of our business.

8 Client responsibilities

8.1 You agree you will:

(a) pay our fees on time and in full.

(b) co-operate with us so that we can complete the services in a timely and efficient manner.

(d) inform us of any changes to account names, passwords, technical setup or any material information which may affect delivery of the services.

(e) obtain and keep up-to-date virus protection on your computers and other electronic hardware or software.

(f) check the work we have completed for accuracy in all respects and ensure your legal obligations for advertising are met prior to authorising any content or campaigns.

(g) attend all agreed meeting times and dates or give at least 3 business days’ notice if it is necessary to reschedule a meeting. We cannot guarantee that a new meeting time will be available if a meeting time is missed without notice.

(h) immediately tell us about any information (existing or new) that could have an impact on the success of the services we are providing so that rapid action can be considered.

(i) not request us to complete work for you that we reasonably believe is either immoral or unlawful. We reserve the right to refuse to complete work in this scenario and our refusal will not be considered to be a breach of this agreement.

1.2 You authorise us to access your accounts, databases and applications that are relevant to the services and you agree to provide us with necessary passwords and all other resources of yours that we reasonably require to complete the services set out in the proposal, including access to third-party applications and accounts as required.

2 Your Data

2.1 Title to and proprietary rights in the material you supply us, including your intellectual property in your business name, logo, content and videos, any personal information about your customer’s (collectively called ‘your data’), remains your property.

2.2 You grant us a license to use, copy, transmit and store your data for the purpose of providing the services.

2.3 While all care is taken to securely store your data, including regularly performing back-ups, we do rely on third party providers for storage and other services and we make no warranty that our backups will be accessible by you or that your data will be safe. We will not be responsible or liable for the theft, deletion, correction, destruction, damage, loss or failure of any of your data.

2.4 If this agreement is terminated, we will hold your data for a maximum period of ninety (90) days from the date of termination. At your request, your data will be accessible by you during this period. Fees may apply for provision of data by request. At the end of the ninety (90) day period, your data will be permanently deleted from our platform, storage and/or operating systems.

3 Security, Accessibility and Integrations

3.1 While we will take reasonable steps to protect your information, the ultimate responsibility for protecting your accounts remains with you.

3.2 Any data stored in or processed by us is primarily stored or processed in our Country of origin or the United States. However, due to the third party services we use, the nature of the internet and the way data is transmitted, some data may be stored, mirrored or transferred overseas.

3.3 Where our (or a third party’s) software or systems integrates with your or another’s software, systems or website, we accept no liability for the integration process, the pushing of information or the loss of information if integration is unsuccessful. This applies even if the integration was initiated by us.

3.4 We disclaim all liability for any computer virus or technological problems that were not intentionally caused by us or are beyond our control.

4 Limitation of liability

4.1 We are not liable for the accuracy or lawfulness of any content you provide to us or for any content we produce on your behalf.

4.2 To the fullest extent permissible by law, and without limiting Australian Consumer Law or tother applicable laws, in the event of any fault in the services, our liability will be limited, at our choice, to:

(a) supplying the services again;

(b) repairing any fault in the services caused by us;

(d) payment of the cost of having the services supplied again.

1.2 Neither party will be liable for lost revenues, profits or savings, nor for any indirect, exemplary, punitive, special or consequential loss or damages of any party, including third parties, even if a party has been advised of the possibility of that loss or damages.

1.3 This limitation of liability applies to the fullest extent permitted by law, and survives any termination or expiration of this agreement, or your use of the services.

2 Intellectual Property Indemnity

2.1 It is your responsibility to ensure that you have the right to use and display any content, including without limitation, text, image or photographs, that you provide to us for incorporation into the services, and that the content does not infringe upon the intellectual property rights of any other person or entity.

2.2 We reserve the right not to publish content unless you are able to provide adequate proof of permission to use that material, although we are not obliged to consider or exercise this discretion.

2.3 We do not claim any copyright or ownership in the materials provided by you to us.

2.4 You authorise us to use your intellectual property for the purposes of delivering the services and indemnify and hold us harmless against any claims made regarding the use of that intellectual property

2.5 You are responsible for managing any intellectual property complaint made in regard to any of the content or operation of your social media platforms, website or promotional campaigns.

2.6 You agree to indemnify us from any liability (including legal fees and costs) threatened or actual, arising from the use of any content published on your behalf, whether supplied by you or us.

2.7 We own the intellectual property rights in the materials we use to deliver the services, or we have permission to use that material and share it with you for the purpose of providing the services.

2.8 You agree that all intellectual property rights in our materials, proprietary software, any design, code or document created, or discoveries made in the course of delivering the services to you, vest in us upon creation (‘our IP’). You do not have any right to use our IP for any purpose other than use of the end product we create for you, for its intended use, during the term of this agreement and in accordance with this agreement.

3 Termination

3.1 This agreement starts on the start date and continues until all agreed work detailed in the proposal has been completed and paid for. If there is a minimum term shown in the schedule, this is the minimum number of months you have agreed to pay for our services. You may not terminate this agreement prior to this minimum number of months. After the minimum period has expired, either party may terminate this agreement by providing 14 days notice to the other party.

3.2 If you are in default under this agreement or have become unresponsive to our communications, we may provide written notice to you setting out the details of your default or unresponsiveness and allowing you 7 days to rectify the same. If you do not rectify the default or unresponsiveness in the 7 day period, we may give you written notice suspending the services we provide. If, after 7 days of our services being suspended, you have not rectified the default or unresponsiveness, we may terminate this agreement by giving you written notice, with termination effective as at the date of the written notice.

3.3 If we are in default under this agreement, you may provide written notice to us setting out the details of our default. If we agree there is a default and we do not fix the default within 21 days of the date of your notice, you may give written notice to us terminating this agreement and the date of termination will be the date we receive your lawful termination notice.

3.4 Following notice of termination by either party:

(a) all fees and other charges you have agreed to pay or that have been incurred up to the termination date, will become immediately due and payable.

(b) we will hand over and/or securely destroy all login and access details which you have supplied to us.

(c) you will be responsible for ongoing account management and we will not be responsible for any account management after the termination date.

(d) you must cancel any PayPal subscriptions, automated direct deposits, direct debit, or credit card facilities in place at the time of termination.

(e) we are not responsible for any 3 party fees incurred after the termination date.

2 Confidentiality

2.1 You may provide information to us that is important and confidential to your business. We will only use that information to provide services to you and will not share it.

2.2 Other information that you provide will be for publication as part of the services, and that information is likely to be published.

2.3 Our contracts and business methods are confidential to our business, and you agree to keep them confidential.

2.4 These obligations of confidence will cease to apply in relation to information that either party is required to disclose by any law, or which becomes part of the public domain other than as the result of a breach by the disclosing party of its obligations of confidence under this agreement.

3 General

3.1 Notices:

(a) Any required notice between the parties, including a notice of dispute, may be provided electronically in writing to the email contact details notified in the schedule, or as later notified in writing.

(b) Notices sent electronically are deemed to have been received on the same business day if sent prior to 4.00pm on that business day and otherwise, the next business day (where a business day is a day that is not a public holiday, Saturday or Sunday in our jurisdiction).

1.2 Governing Law - This agreement is governed by the laws of our jurisdiction and the parties agree to be subject to the jurisdiction of the courts of our jurisdiction. If the ‘our jurisdiction’ section of the schedule has not been completed, the governing law of this agreement will be Australia if we are located within Australia or New York if we are located outside of Australia.