Terms & Conditions of Service

1. Scope of Services

1.1 The Contractor (Socially Connected) shall provide the Services as outlined in the applicable Statement of Work (SOW) to the Client.

1.2 The Services shall be provided in accordance with the Contractor's standard practices and procedures, unless otherwise agreed upon in writing.

2. Fees and Payment

2.1 The Client shall pay the Contractor the fees set forth in the applicable Statement of Work (SOW) for the purchased package.

2.2 Payment is due in full for each milestone phase prior to the commencement of the corresponding services. The milestone phases will be outlined in the applicable Statement of Work (SOW).

2.3 The Contractor shall invoice the Client for the total amount due for each milestone phase as outlined in the Statement of Work (SOW).

2.4 The Client acknowledges that the Services included in the package are limited to those specifically outlined in the SOW. Any additional services outside of the purchased package will be charged separately, and a written agreement must be executed by both parties before such additional services are provided.

2.5 Late payments – if applicable – may incur a late fee of 5% per month or the maximum rate permitted by law, whichever is higher.

2.6 In the event of a material breach of this Agreement by the Client, the Contractor may suspend or terminate the Services until the breach is cured.

2.7 The Client will be responsible for any ongoing social media & email marketing platform subscriptions.

3. Services and Deliverables

3.1 The Contractor shall deliver the agreed-upon deliverables within the specified timeframe, subject to any unforeseen delays.

3.2 The Contractor shall use reasonable efforts to meet the Client's expectations and achieve the agreed-upon performance metrics.

3.3 The agreed-upon performance metrics shall be outlined in the Statement of Work (SOW) and may include, but are not limited to:

Social Media:

Likes
Comments
Shares
Clicks
Mentions
Impressions
Organic reach
Paid reach
Website traffic
Lead generation
Sales
Customer acquisition cost (CAC)
New followers
Follower growth rate
Brand mentions
Brand sentiment analysis
Brand recognition

Email Marketing:

Open Rate
Click-Through Rate (CTR)
Bounce Rate
Conversion Rate
Unsubscribe Rate
List Growth
Customer Lifetime Value (CLTV)

3.4 The Contractor shall provide regular progress reports to the Client at the midpoint of each phase, outlining the status of the Services, identifying any potential issues or challenges, and proposing solutions or mitigation strategies.

3.5 If the Contractor is unable to meet the agreed-upon performance metrics, they shall notify the Client immediately and propose a plan to address the underperformance.

3.6 The terms and conditions of this agreement shall be considered finalized upon the confirmation of completion of all deliverables and or receipt of the final payment, marking the official end of the project.

4. Confidentiality

4.1 Both parties shall keep confidential all confidential information obtained from the other party during the course of this Agreement, including, but not limited to:

Proprietary information
Trade secrets
Customer data
Financial information
Marketing strategies

4.2 Confidential information shall not be disclosed to any third party without the prior written consent of the disclosing party, except as required by law.

4.3 The Contractor shall implement reasonable security measures to protect the Client's confidential information.

5. Intellectual Property

5.1 Client's Intellectual Property: All intellectual property rights, including but not limited to copyrights, trademarks, patents, and trade secrets, created by the Client or its affiliates prior to or during the term of this Agreement shall remain the exclusive property of the Client.

5.2 Contractor's Intellectual Property: Intellectual property created by the Contractor solely for the purpose of fulfilling the services outlined in this Agreement shall be owned by the Contractor, subject to the Client's rights to use and reproduce such content for the purposes of the Agreement.

5.3 The Contractor agrees to use the Client's intellectual property solely for the purpose of fulfilling the services outlined in this Agreement.

5.4 The Contractor shall not use, reproduce, modify, or distribute the Client's intellectual property for any purpose other than as expressly authorized by the Client.

5.5 The Contractor may use the Client's intellectual property in their portfolio or promotional materials to showcase their work, provided that the Contractor obtains the Client's prior written consent and complies with any specific guidelines or restrictions set forth by the Client.

6. Indemnification

6.1 The Contractor shall indemnify and hold harmless the Client from any claims, losses, or damages arising from the Contractor's negligence or breach of this Agreement.

7. Termination

7.1 Either party may terminate this Agreement for cause upon written notice to the other party.

7.2 If the Client breaches this Agreement and fails to cure the breach within 30 days of written notice, the Contractor may terminate this Agreement without a refund.

7.3 Upon termination of this Agreement for any reason, the Contractor shall return or destroy all confidential information provided by the Client.

8. Governing Law

8.1 This Agreement shall be governed by and construed in accordance with the laws of Victoria, Australia.

9. Entire Agreement

9.1 This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.

10. Amendments

10.1 Any amendments to this Agreement must be made in writing and signed by both parties.

10.2 The Contractor shall provide the Client with a written amendment to this Agreement for any changes to the scope of work, fees, or deliverables.

11. Force Majeure

11.1 Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to causes beyond its reasonable control, such as:

Acts of God
Natural disasters
Government actions
Pandemics, epidemics, or public health emergencies
Cyberattacks or data breaches
Labour disputes or strikes
Supply chain disruptions
Technological failures
Unforeseen circumstances that significantly impact the Contractor's ability to perform the Services

12. Dispute Resolution

12.1 Any disputes arising under this Agreement shall be resolved through negotiation or mediation. If the parties cannot resolve the dispute through negotiation or mediation, the dispute shall be submitted to binding arbitration in accordance with the rules of the Australian Centre for International Commercial Arbitration (ACICA).

12.2 The arbitration shall be conducted in Dexus Place, Melbourne and the language of the arbitration shall be English.

13. Notices

13.1 All notices required under this Agreement shall be given in writing and sent to the address provided by the other party.

14. Severability

14.1 If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

15. Meeting Frequency

15.1 The Contractor shall participate in a minimum of meetings with the Client as specified in the purchased package.

15.2 Additional meetings outside of the agreed-upon frequency may be requested by either party and will be charged at an hourly rate of $50. Any such additional meetings must be scheduled in advance and confirmed by both parties.

16. Termination for Convenience

16.1 Either party may terminate this Agreement for convenience upon providing [number] days' written notice to the other party.

16.2 Upon termination for convenience, the Contractor shall complete all outstanding deliverables within the agreed-upon timeframe.

17. Liability for Approved Content

17.1 Client Responsibility: The Client shall be solely responsible for the content of any materials approved by the Client for posting or publication on social media platforms, email marketing campaigns, or other online channels. The Contractor shall not be liable for any legal or financial consequences arising from the content of such materials.

17.2 Client Acknowledgement: By approving the content, the Client acknowledges and agrees that:

The Client has reviewed and approved the content for accuracy, legality, and compliance with all applicable Australian laws, including but not limited to the Australian Consumer Law (ACL), the Privacy Act 1988, the Spam Act 2003, the eCommerce Act 2000, and any industry-specific regulations.
The Client is responsible for any claims, losses, damages, or liabilities that may arise from the content, including but not limited to defamation, copyright infringement, trademark infringement, false or misleading representations, and breaches of privacy.
The Contractor is not responsible for any errors, omissions, or inaccuracies in the content, even if such errors or omissions were brought to the Contractor's attention.

17.3 Contractor's Role: The Contractor shall use reasonable care and diligence in handling and distributing approved content, but shall not be liable for any unintentional errors or omissions.

17.4 Client Notification: If the Client becomes aware of any issues or concerns with the approved content, the Client shall notify the Contractor immediately. The Contractor will use reasonable efforts to address the issue as directed by the Client, but shall not be liable for any damages or losses that may result from the delay in addressing the issue.

17.5 Indemnification: The Client agrees to indemnify and hold harmless the Contractor from any and all claims, losses, damages, liabilities, costs, and expenses arising from or related to the content of approved materials, including but not limited to legal fees, court costs, and settlements.

17.6 Specific Examples of Client Responsibility:

·Defamation: The Client is responsible for any defamatory statements made in the approved content.

·Copyright Infringement: The Client is responsible for ensuring that the approved content does not infringe upon any third-party copyrights.

·Trademark Infringement: The Client is responsible for ensuring that the approved content does not infringe upon any third-party trademarks.

·False or Misleading Representations: The Client is responsible for ensuring that the approved content does not make false or misleading representations.

·Breaches of Privacy: The Client is responsible for ensuring that the approved content does not breach any privacy laws or regulations.

17.7 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of Victoria, Australia.

17.8 Industry-Specific Regulations: The parties acknowledge that certain industry-specific regulations may apply to the services being provided. The Client shall ensure compliance with all such regulations and indemnify the Contractor for any claims or liabilities arising from the Client's failure to comply with such regulations.

17.9 By approving the content, the Client acknowledges that the Contractor is acting as an agent of the Client and is relying on the Client's representations regarding the legality and accuracy of the content.

18. Limitation of Liability

18.1 In no event shall the Contractor be liable for any indirect, incidental, special, exemplary, or consequential damages (including, but not limited to, lost profits, lost business opportunities, loss of data, or damage to reputation) arising out of or in connection with this Agreement or the Services, regardless of the form of action, whether in contract, tort, or otherwise.

19. No Warranty Clause

19.1 The Contractor disclaims all warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, and title, with respect to the Services.