General Terms + Conditions
Please note: By accepting our quote, you are agreeing to the terms set out in this Engagement Agreement. These terms cover the scope of services, payment obligations, confidentiality, and how we’ll work together. Please read them carefully.
Once accepted, this Engagement Agreement will constitute a binding agreement between you and Social Sense Digital Media and Marketing. It will also apply to any Variation Agreement accepted by you during the Period of Engagement.
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PERIOD OF ENGAGEMENT
This agreement commences from the Commencement Date and will continue on an on-going basis and roll over into future periods (Financial Years) unless:
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we are instructed otherwise; or
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this agreement is superseded; or
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this agreement is terminated by mutual agreement; or
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the attainment of the Completion Date.
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You, or we may agree to vary or terminate this agreement at any time without penalty with 28 days’ notice in writing.
It is a condition of this EA that if the agreement is terminated, you agree to pay for all services and fees rendered by SSDMM up until the dated of notice of termination and/or the end of the calendar month in which the notice was served -whichever is more appropriate).
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PURPOSE, SCOPE AND OUTPUT OF THE ENGAGEMENT
Social Sense Digital Media and Marketing will provide professional consulting services at your request. We will provide the services to you in accordance with the Scope of Services, which is developed in conjunction with your business needs and requirements.
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Within this service, we agree to be responsive to your needs, act within your best interests, and provide our services to the highest standard.
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SERVICES OUTSIDE THE SCOPE OF SERVICES (VARIATION AGREEMENT)
Only the services which are listed in the Scope of Services are included within this EA. If additional work is required or requested by you, which is not listed within the Scope of Services, we will endeavour to provide you with a quote for the same before undertaking said works.
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Any additional work will fall under a Variation Agreement, which will ordinarily be supplied to you for execution prior to the undertaking of such works.
Any Variation Agreement will be subject to the same General Terms and Conditions as this Engagement Agreement.
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On occasion we may not be able to provide an estimate of fees for additional services (depending on the services) or we may not be able to provide an estimate of fees for additional services before commencing said services. In these circumstances, you agree to pay SSDMM the reasonable fees charged (including any required disbursements) for services undertaken.
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SERVICE GUARANTEE
SSDMM are confident and will stand behind the quality and professional nature of the services provided. If at any point you are not satisfied with the services performed, we encourage you to bring this to our immediate attention. We will endeavour to rectify any issues or concerns that you may have to ensure satisfaction proceeding forward.
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Our professional services are supplied and any relevant documentation will be prepared for your sole use unless, by prior agreement, we agree for information to be supplied to a specified party/agent. We disclaim any liability for any reliance on our professional services to any party other than as specified or agreed, and for the purpose for which it was prepared.
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During the supply of our professional services, we may give oral, draft, or interim advice, reports or presentations. In such circumstances, our written advice or final written report will be the only advice upon which you can rely. No reliance should be placed by you on any oral, draft or interim advice, reports or presentations. Where you wish to rely on oral advice or an oral presentation, you will inform us and we will provide documentary confirmation of the advice. You can then rely on that documented advice.
All original documents obtained from you arising from services provided shall remain your property.
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CLIENT RESPONSIBILITIES AND WARRANTIES
So as to provide appropriate services and advice to you, we are required to obtain from you information, instructions, documents, and materials.
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You agree and undertake to provide timely, reliable, accurate and complete information and instructions. Further, you are to, and undertake to, provide complete and accurate materials/documents within the time specified by SSDMM following any reasonable request.
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You agree and understand that consultancy advice in marketing and social media is typically time relevant. That is, there are relevant timeframes to undertake works, provide advice, and thereafter take appropriate actions. Time is of the essence when information/supporting materials are requested to be provided.
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Any consulting advice provided will be general in nature and will be guided on your circumstances, as informed by your instructions and disclosed materials. You understand and agree that we rely on the accuracy and completeness of any information you provide us under this agreement in order to provide our services to you. Any advice given to you is only an opinion based on our knowledge of your personal circumstances.
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SSDMM accepts no liability or responsibility for any loss, damage, claim or expense that you may suffer as a result of you providing us with inaccurate, incomplete, obsolete, dated, or untimely particulars or information, and you waive and release us from any and all such liability.
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In return for services provided, you agree to pay SSDMM the amount due and payable these terms, with said amount to be invoiced in accordance with these terms and payment to be made on or before the due date specified.
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You warrant that you have not relied on any representations or warranties made by Social Sense Digital Media and Marketing in respect of the services which have not been expressly set out in this agreement.
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TERMINATION OF THIS ENGAGEMENT AGREEMENT
Either party may terminate this engagement at any time by giving 28 days written notice to the other. Either party may terminate this engagement immediately if the other commits any material or persistent breach of its obligations under this agreement, in particular the Terms and Conditions set out in the Engagement Letter (which, in the case of a breach capable of remedy, has not been remedied within 7 days of discovery by the party in breach), or if the other becomes insolvent.
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In addition, we may terminate this engagement on reasonable notice if any of the following circumstances occur:
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a) you fail to pay our accounts when they fall due;
b) you fail to provide us with requested information or instructions necessary to complete the Scope of Services;
c) a conflict of interest has arisen or it is not appropriate for us to continue providing services;
d) or for any other reasonable and just cause.
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In addition to our other rights, upon termination you will be required to, and agree to, pay for our work completed, and for any expenses incurred up to the date of termination together with our reasonable costs and expenses incurred in connection with the early termination of this engagement.
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Termination of this engagement is without prejudice to any rights that may have accrued before termination. The Terms and Conditions of this agreement which expressly or by implication are intended to survive its termination or expiry will survive and continue to bind the parties.
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FORCE MAJEURE
Neither party will be liable to the other for any delay or failure to fulfil their obligations under this agreement if that delay and/or failure arises from causes beyond their control, including but not limited to fire, floods, acts of God, acts or regulations of any government or supranational authority, war, riot, terrorist activities, strikes, lockouts and industrial disputes.
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ELECTRONIC COMMUNICATIONS
You agree that we will communicate with each other by electronic means such as e-mail, SMS etc. We and you each recognise that e-mail and the internet are inherently insecure and that emails and data can become corrupted, are not always delivered promptly (or at all) and that other methods of communication may be appropriate. In addition, the internet is prone to viruses. We and you each recognise these hazards and so each of us will be responsible for protecting our own systems.
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You agree and undertake to confirm, via telephone, payment details before processing any payments to us and thereby ensuring the account details are always accurate and current.
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You further agree and wholly indemnify us in the event your computer systems are compromised, resulting in loss (no matter how described) to SSDMM.
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You understand that we recommend all entities acting in trade or commerce ensure they have current and adequate computer security systems (including but not limited to up-to-date anti-virus software) in place and further adequate insurance to protect against compromised computer systems and scams / malware / hacking.
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BILLING
Services will be billed on a fixed agreed rate, as indicated within the Scope of Services. Our fees will include all travel and other expenses, including GST (if applicable), and are due when rendered.
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While every care will be taken to foresee all expenses, there may be other costs from time to time associated with provision of services to you, any additional fees will be charged and invoiced as mutually agreed at the relevant time.
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Fees for additional services will be established separately and agreed upon within a Variation Agreement where possible.
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INVOICING AND PAYMENT
We will submit our invoices as indicated within the quote. If a variation of these services is requested, we will discuss our fee arrangements at that time, and implement a Variation Agreement, subject to these same General Terms and Conditions.
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We reserve the right to suspend our services or to withdraw from any engagement or variation in the event that any of our invoices remain unpaid. If any collection action is required to collect unpaid balances due to us, you agree to reimburse us for our costs of collection, including any lawyers’ or other related fees.
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NO APPORTIONMENT OF LIABILITY
Where we act for two or more people or entities, each of you will be individually responsible for payment of our entire account whatever arrangements may be made between you. You agree that you are personally liable for our costs and disbursements even if engagement involves our acting for other persons and/or organisations. If you provide us with instructions for or on behalf of a third party or jointly with another party, you will be personally liable to pay for our services in accordance with these terms, irrespective of the liability of any third or other party to pay our fees.
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APPLICABLE LAW
These terms are governed by South Australian law. All parties consent to the non-exclusive jurisdiction of the courts of South Australia with regard to any dispute arising under or out of them.
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ACCEPTANCE OF TERMS WITHOUT SIGNATURE
By accepting the quote provided by Social Sense Digital Media and Marketing (SSDMM), you confirm your acceptance of the terms and conditions set out in this Engagement Agreement. No physical or electronic signature is required.
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Commencing work, providing instructions, or continuing communication after receiving this Engagement Agreement and quote will be deemed acceptance of the terms herein.
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AMENDMENTS
Any amendment to this agreement has no force or effect, unless effected by a document executed by the parties.
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PRE-CONTRACTUAL NEGOTIATION
This agreement:
(a) (entire agreement): expresses and incorporates the entire agreement between the parties in relation to its subject-matter, and all the terms of that agreement; and
(b) (collateral agreement): supersedes and excludes any prior or collateral negotiation, understanding, communication or agreement by or between the parties in relation to that subject-matter or any term of that agreement.
SEVERABILITY
Any provision of this agreement which is invalid in any jurisdiction is invalid in that jurisdiction to that extent, without invalidating or affecting the remaining provisions of this agreement or the validity of that provision in any other jurisdiction.
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PRIVACY ACT
Within the requirements of our Services to you, we will likely collect Personal Information, about you, your clients, representatives, and others involved in running your business.
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SSDMM is committed to protecting your privacy and any information you provide to us, as such we have developed a Privacy Policy and this is available to you on request.
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If we do collect Personal Information, you agree to work with us to ensure that we both meet the obligations that we each may have under the Privacy Act 1988 (Cth) (as amended) (Privacy Act). The obligations may include notifying the relevant person to whom the personal information relates who we are, and how we propose to use their personal information. Where you have collected personal information, you confirm that you have collected the personal information in accordance with the Privacy Act, that you are entitled to provide this personal information to us, and that we may use and disclose the personal information for the purpose/s we provide our services to you. We will handle personal information in accordance with the Privacy Act.
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In acting for you, we will likely need to exchange information and documents developed with your bank, other financial providers, accountants or any other service provider you have engaged or intend to engage. Should any information not be for disclosure, please notify us immediately.
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By agreeing to this EA, you are giving us permission to make the enquiries and disclosures.
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