TERMS AND CONDITIONS
1. The Contract
1.1. The Schedule and these Terms and Conditions form the contract (Contract) between The Compilator and the Customer. No other terms and conditions or other documents are relevant unless expressly mentioned or referenced in or attached to this document.
1.2. If the Customer wishes to engage The Compilator to perform tasks other than the Services it acknowledges that it will need to enter into a separate contract. Any works requested by the Customer outside of this Contract will be invoiced separately to the Services.
2. Engagement
2.1. The Customer engages The Compilator to provide the Services to the Customer in accordance with this Contract and The Compilator accepts the appointment.
2.2. The engagement by the Customer of The Compilator to deliver the Services is exclusive with respect to Digital Marketing. The Customer can obtain services similar to the Services from any third party in respect of other websites during the Term but not Digital Marketing.
2.3. The Compilator will provide the Customer with the Reports.
2.4. The Customer acknowledges and agrees that The Compilator will provide the Services to the Customer in its full discretion as to the dates, times and manner in which it provides the Services.
2.5. The Customer grants The Compilator full and unrestricted access to the Customer’s Google Analytics, Google Tag Manager, Google Search Console and Google My Business accounts in respect of the Website for the Term.
2.6. In the event that the Website is offline for any reason during a particular month of the Term, the Customer agrees that the Services will be deemed to have been delivered by The Compilator for that month.
3. Performance Standards
3.1. The Compilator agrees to respect the Customer’s privacy and confidentiality at all times.
3.2. The Compilator will perform the Services in a professional, competent and timely manner, and with due care, skill and diligence at the level of an experienced and competent professional providing services of a similar nature to those which The Compilator are required to provide.
3.3. The Customer agrees that The Compilator cannot take responsibility for the impact on Marketing results from campaigns in which The Compilator did not create or advise on.
3.4. The Compilator agrees to provide The Customer with all reasonably requested feedback within 2 business days.
4. Feedback & Expectations
4.1. The Customer agrees to provide The Compilator with all reasonably requested feedback within 2 days, including any written testimonial and case study on the Services provided by The Compilator.
4.2. The Customer agrees to respect the privacy and confidentiality of The Compilator at all times.
4.3. The Customer agrees to pay The Compilator on time, every time and to ensure that the available funds are available.
4.4. The Customer agrees that the Term is for a minimum period of one month from the Start Date and will continue for further periods of one month on the anniversary of the Start Date unless the Customer gives The Compilator written notice of termination at least 30 days prior to the expiry of the then-current one-month period.
5. Fee
5.1. The Fee is payable monthly as stated below
5.1.1 The Fee is payable in advance of the provision of the Services for the first month. 5.1.2 The Fee is payable monthly within 7 days of invoicing every month of the Term after the first month.
5.2. In its full discretion, The Compilator may suspend the provision of the Services to the Customer if the Customer fails to pay the Fee within 3 days of the Due Date until such time as the Fee has been paid by the Customer in full. The Customer agrees to continue to pay the Fee during any period where the Services have been suspended.
5.3 If the payment goes unpaid for more than 30 days, then all work will cease and the account will be forwarded to debt collection. The Customer will be charged if any additional fees are incurred.
5.4. The Compilator agrees to provide the Customer with a tax invoice for the Fee.
5.5 Any work outside of the retainer will incur an hourly rate of $300 per hour exclusive of GST
6. GST
6.1. Unless otherwise stated, all amounts payable under this Contract are expressed to be exclusive of, but subject to GST.
6.2. Both parties acknowledge that if GST applies to a taxable supply made under this Contract the party to which the taxable supply is made must pay GST on that taxable supply, in addition to any consideration (excluding GST) that is payable for that taxable supply. It must do so at the same time and in the same way as it is required to pay the consideration for the taxable supply.
7. Confidentiality
7.1. Each party acknowledges that in the course of this Contract it may receive Confidential Information belonging to the other party.
7.2. Each party must keep the Confidential Information of the other party secret, protect and preserve its confidential nature, and not use it or disclose it to any person (or allow or assist or make possible for any person to observe it or have access to it), except to the extent necessary to obtain professional advice to comply with the Contract, or as required by law.
7.3 Personal Identifiable Information (PII) will not be disclosed with the prior written approval from the client.
8. Intellectual Property and Documents
8.1. Each party acknowledges that the ownership of and all rights in relation to the intellectual property of either party or any third party that pre-exist this Contract are and remain the property of that party and that there is no change to any right, title or interest in such intellectual property by virtue of this Contract.
8.2 The Compilator agrees that no content will be published or shared through any medium without the client reviewing and approving the content.
9. Term and Termination
9.1. This Contract commences on the Start Date and continues for the Term unless terminated in accordance with this Contract.
9.2. The Compilator may terminate this Contract at any time by providing the 48 hours written notice to the Customer.
9.3. If the Customer no longer wishes for The Compilator to deliver the Services during the Term, the Customer agrees that it is reasonable compensation for the loss and damage The Compilator will suffer for it to pay The Compilator the Fee until the expiry of the then-current period of the Term.
9.4. Without prejudice to any other rights, remedies or liabilities, the Contract may be terminated by either party upon written notice if:
9.4.1. the other party becomes incapable of continuing by reason by death, bankruptcy, or insolvency (as defined by the Corporations Act);
or
9.4.2. the other party is in breach of this Contract and fails to remedy the breach within 7 days of notice requiring it to do so.
9:5 Behaviour that constitutes serious misconduct or aggressive behaviour towards The Compilators staff will cause the contract to be terminated.
9.6. if the customer wishes to pause the arrangement they must give 14 days notice or pay the next month invoice in full. Pausing of service must not exceed one month.
10. Liability
10.1. The Customer indemnifies The Compilator for any loss or damage whatsoever caused to The Compilator arising out of the Customer’s breach of this agreement.
10.2. The Customer indemnifies The Compilator for any loss or damage whatsoever caused to the Customer’s search engine rankings or any expense or costs arising from the Customer engaging any third party to implement changes to the Website.
10.3. The Customer acknowledges and agrees that The Compilator will be deemed to have provided the Services under this Contract during any period in which the Customer’s website is offline or otherwise unavailable or inaccessible to The Compilator.
10.4. Without limiting the above clause 10 in any way, the Customer agrees that The Compilator maximum total aggregate liability arising out of this Contract or the delivery of the Services whether based in contract, tort (including negligence), breach of warranty or any other legal or equitable ground will be capped at the provision of the Services again or the amount.
10.5. The Customer releases The Compilator, and any employee, contractor or associate of The Compilator from any and all claims arising out of this Contract and or the delivery of the Services.
10.6 Variations This Contract and any of its obligations may be varied only in writing and signed by each party.
11. General
11.1. The rights and obligations under this Contract cannot be waived except by express notice specifying the waiver.
11.2. The failure, delay, relaxation or indulgence on the part of either party in exercising any power or right conferred upon that party by this Contract does not operate as a waiver of that power or right, nor does any single exercise of any power or right preclude any other or further exercise of it or the exercise of any other right or power under this Contract.
11.3. If any provision of this Contract is invalid and not enforceable in accordance with its terms, all other provisions which are self-sustaining and capable of enforcement without regard to the valid provisions shall be and shall continue to be valid and enforceable in accordance with their terms.
11.4. This Contract is governed by the laws of the State of Victoria. The parties submit to the jurisdiction of the Courts of Victoria.
12. Definitions
12.1. In addition to the capitalised words defined the Schedule at the beginning of this Contract, the following definitions apply to the interpretation of this Contract: (a) “GST” means goods and services tax as imposed by the GST Law; (b) “GST law” includes A New Tax System (Goods and Services Tax) Act 1999 and all associated legislation. “Intellectual Property” means all rights comprised in any patent, invention, copyright, design, trademark, eligible layout or similar right, whether at common law or conferred by statute, including the right to apply for registration in respect of those rights, and the rights to protect trade secrets, know-how and goodwill.
