Effective August 2018
Definitions
In this Agreement, the following words have the following meanings:
Campaign Details means the details relating to the Reseller’s Service agreed to by the Company by email. Reseller, Company, Fees, Key Phrases, Minimum Term, Search Engines and Website are as detailed within the Campaign Details.
Services means the supply of written content as stated in the Campaign Details.
Customer means the Customer / Client of the Reseller.
The Services
1. The Company agrees to provide the Reseller with the Services.
Payment of the Fees
2. The Reseller agrees to pay the Company the Fees for the Services.
3. Payment of the Fees must be made by direct debit or payment in advance in cleared funds scheduled in advance for the payment period. No work will commence until such payment is made or direct debit scheduled.
4. In the event of a failed debit payment, the Reseller agrees to allow to be debited from their account an administration fee of $9.90 including GST by the 3rd Party debit provider engaged by the Company.
5. In the event that the Reseller fails to pay any amount due under this agreement by the due date, the Company may charge interest on the amount unpaid until full payment is made at the rate referred to in Section 2 of the Penalty Interest Rates Act 1983 (Vic).
6. The Company will not knowingly endeavour to contact a Customer of the Reseller unless requested to do so by the Reseller.
Termination of Service Agreement
7. Either party may terminate an Agreement for the provision of Services immediately by notice if:
(a) the other party commits a material breach of the agreement which cannot be remedied;
(b) the other party commits a remediable material breach of the agreement but fails to remedy that breach within 14 days of being required to do so;
(c) an insolvency event occurs with respect to the other party.
8. Either party may terminate terminate an Agreement for the provision of Services by giving each other one (1) month’s written notice to take effect after the expiry of the Minimum Term.
Warranties
9. All terms and warranties which might otherwise be implied by any legislation, the common law, equity, trade, custom or usage or otherwise into the agreement, are expressly excluded to the maximum extent permitted by law. If any services supplied pursuant to this agreement are supplied to you as a ‘consumer’ of services within the meaning of that term in the Australian Consumer Law, you will have the benefit of certain non-excludable rights and remedies in respect of the services and nothing in these terms excludes or restricts or modifies any condition, warranty, right or remedy which is so conferred by the Law. However, if the services are not ordinarily acquired for personal, domestic or household use or consumption, we limit our liability to, at our election, the supplying of the services again; or the payment of the cost of having the services supplied again.
Liability and Indemnity
10. To the extent permitted by law and subject to any consumer guarantees the Reseller has under the Australian Consumer Law, the parties agree that neither party shall be liable to the other for or in relation to any consequential loss (which includes but is not limited to loss of profits, loss of revenue, loss of business opportunities, loss of anticipated business opportunities, loss of anticipated savings and damage to goodwill) which relate to the obligations of the parties or arising from a breach by either party under this agreement.
11. Each party’s aggregate liability for any loss or damage in connection with the provision of the Services is limited to the charges paid by the Reseller to the Company in respect of the Services for the preceding 12 months to any such claim.
12. To the extent permitted by law, the Reseller is liable for and agrees to indemnify the Company in respect of any loss or liability which the Company suffers, incurs or is liable for as a result of (i) any information given by the Client that is not accurate, up to date or complete or is otherwise misleading; or (ii) any breach of these Terms, or (iii) any damage to the reputation of the Company suffered as a consequence of the Clients breach of the Terms.
General
13. Except where expressly provided otherwise, any notice to be given by either party to the other may be sent by either email, post or courier to the address of the other party as appearing in this agreement or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent or if sent on receipt of an email receipt confirmation, or if sent by post or courier shall be deemed to be served two days following the date of posting.
14. The Company’s failure to act with respect to a breach by the Reseller or others does not waive its right to act with respect to subsequent or similar breaches.
15. This Agreement is subject to the jurisdiction of the State of Victoria, Australia and the parties irrevocably submit to the jurisdiction of the courts of the State of Victoria.
16. The Reseller must not assign or deal with the whole or any part of its rights or obligations under the Agreement without the prior written consent of the Company. Any purported dealing or representation in breach of this clause is of no effect.