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CLIENT AGREEMENT

1. SERVICES
This agreement constitutes an order for digital marketing services. The Scope of Services can be changed at any time by the Client, however, if the new Services are going to require additional work, both Client and Charmed Digital will have to agree in writing to an updated cost for the Services. Any services rendered above and beyond the Scope of Services will be subject to additional costs.

2. PAYMENT
By signing this document, the Client agrees to commit to payment on all packages or ad hoc projects. Payment terms are 7 DAYS from the date of invoice. Website development projects are invoiced at 50% upfront with the remaining 50% required to be paid prior to handover. All ongoing services such as Social Media Management and Website Maintenance, etc are invoiced upfront for payment prior to work commencing. All invoices are quoted in AUD and any international or cryptocurrency payments must be made at the equivalent conversion rate at the date the transfer is made.

3. PAYMENT OPTIONS
Charmed Digital currently accepts PayPal, Direct Deposit/Bank Transfer or Debit/Credit Card payments as payment methods. All of these details will be printed on the invoice.

4. LATE PAYMENTS
Payments not received by the due date will result in work cessation. Charmed Digital reserves the right to refuse completion or delivery of work until past due balances are paid. A monthly late charge of 5% of the total invoice will be assessed on unpaid balances every fourteen (14) days past due or part thereof. All material or property belonging to the Client, as well as work performed, may be retained as security until all just claims against the Client are satisfied.

5. LATE FEES
For Clients who consistently fail to respond to questions from Charmed Digital in a timely manner, do not supply the required information, or otherwise impair efficient workflows, increase administrative time, and prevent Charmed Digital from working to optimum standards and serving other clients in a fair and equal manner, Charmed Digital reserves the right to impose late fees for Clients who fall into this category.

6. CLIENT RESPONSIBILITY:
The Client understands that Charmed Digital is not an employee and that this will be a collaborative, professional relationship of equals, as in a partnership, where mutual professional respect, courtesy, and consideration are expected. Due to the virtual nature of the partnership, the Client understands the importance of communication, especially via email or Trello, and agrees to respond to questions, requests, and communications from Service Provider in a timely manner. The Client understands that Charmed Digital is a business with other clients to service and requires fair, realistic notice in order to attend to requests and projects. Poor planning or miscommunication on the part of the Clients will not constitute an emergency for the Service Provider. The Client understands that Charmed Digital may require detailed clarification of works in order to meet expectations and provide the best support and highest quality of work. The Client shall use all reasonable efforts to provide the required information, materials and approvals. Any delay by the Client will result in a day-for-day extension of the Completion Date for the Services. Any delay caused by conditions beyond the reasonable control of the Parties shall not be considered a breach and will result in a day-for-day extension of any performance due. Each Party shall use reasonable efforts to notify the other Party, in writing, of a delay. Conditions beyond the reasonable control of the Parties include, but are not limited to, natural disasters, acts of government after the date of the agreement, power failure, fire, flood, acts of God, labor disputes, riots, acts of war, terrorism and epidemics.

7. COMMUNICATION
Charmed Digital’s office hours are Monday through Friday, 9:00am to 5:30pm. Saturdays and Sundays are by appointment only. Email or Trello are the preferred source of communication between the Client and Charmed Digital. Charmed Digital is available for phone calls ONLY during the office hours stated above. However, the time of both parties must be respected, and impromptu phone or video calls lasting over 30 minutes will be billed to the Client. Phone or video calls should be booked in advance using the scheduler on the Charmed Digital website. Call cancellations require a minimum of 12 hours of advance notice. Missed meetings or cancellations without sufficient notice will be billed $35 to Client.

8. WORK COMPLETION & DELIVERY
Charmed Digital shall use all reasonable efforts to meet the Scope of Services. The timeline may be extended by giving the Client 24 hours written notice via email. The Client will provide sufficient notice and allow for reasonable time frames for work completion. “Rush work” of 24 hours or less, and work during weekend or holiday time will be subject to a fee. Charmed Digital reserves the right to refuse any work or service request. Charmed Digital will keep the Client informed of the progress being made on their project via Trello. Completed work will be delivered via Trello (if applicable) or via online storage application, email or other means as required.

9. MATERIALS, INFORMATION & APPROVALS
The Client will provide all content, outlines, photos, product images, approvals, etc., necessary for any work. Source material must be clear and legible. The Client is responsible for furnishing all pertinent information, and for furnishing accurate, truthful, and complete information necessary for Charmed Digital to perform or complete the contracted services. The Client agrees that the accuracy of information supplied to Charmed Digital is the sole responsibility of the Client, and that Charmed Digital is not responsible and shall not be held liable for the results of services performed on the basis of inaccurate, incomplete or untruthful information furnished by the Client.

10. MONTHLY SERVICE TERMS

All monthly services are subject to a three-month initial term. Once this term has transpired, either party may opt to conclude the Agreement without penalty. Otherwise, the two parties may extend the existing agreement in one-month increments, so long as both parties agree. Should the Client choose to terminate the Agreement without cause prior to the end of the initial three-month period, the Client must present the Service Provider with written notice of termination 30 days prior.


11. INDEMNIFICATION/RELEASE OF LIABILITY

The Client shall indemnify, defend and save Charmed Digital harmless from any and all suits, costs, damages, or proceedings, including, but not limited to, Charmed Digital’s services, pertaining to any and all litigation in which the Client is a party. The Client shall pay all expenses incurred by Charmed Digital including, but not limited to, all attorneys’ fees, costs and expenses incurred should Charmed Digital be named a party in any litigation to which the Client is a party. The Client shall further indemnify and hold harmless Charmed Digital and its agents, officers and directors from liability for any and all claims, costs, suits and damages, including attorneys’ fees arising directly or indirectly out of or in connection with the operation of the Client, and from liability for injuries suffered by any person relating to the Client. This agreement to indemnify Charmed Digital is not limited to any acts or omissions, statements or representations made by Charmed Digital in the performance and/or nonperformance of Charmed Digital’s duties hereunder and relating to all contractual liabilities, which may be alleged or imposed against Charmed Digital. In the absence of negligence, however, Charmed Digital will not be held liable for loss, destruction or damage of any kind resulting from items which are lost or delayed in transit, whether such transit is electronic, fax, mail or otherwise, not for unauthorised use by others of such property. Charmed Digital will not be held liable for any incidental, consequential or indirect damages, including without limitation damages for loss of profits, business interruptions, loss of information, plagiarism, etc. Charmed Digital will not be held liable for typographical omissions or errors.

12. TERMINATION

Either Party may terminate this agreement upon fourteen (14) days written notice to the other Party. Provided, however, that each Party may terminate the agreement immediately without prior notice in the event of a breach of this agreement by the other Party. Upon termination, Charmed Digital shall invoice the Client for any payment due, and payment will be due immediately upon receipt. If either Party fails to follow through with their responsibilities or obligations under this Agreement, the other Party can end this Agreement by giving seven (7) days written notice. This Agreement will automatically terminate when both Parties have performed all of their obligations under the Agreement and all payments have been made.

13. NON-DISCLOSURE AND NON-SOLICITATION

Charmed Digital shall not directly or indirectly disclose to any person other than a representative of the Client at any time either during the term of this Agreement or following the termination or expiration thereof, any confidential or proprietary information pertaining to the Client, including but not limited to customer lists, contacts, financial data, supply sources, business opportunities for new or developing business, plans and models, or trade secrets.

14. SEVERABILITY

If any section of this Agreement is found to be invalid, illegal, or unenforceable, the rest of the Agreement will still be enforceable.


This Agreement supersedes any other written or verbal communications between the Parties. Any subsequent changes to this Agreement must be made in writing and signed by both Parties. The Terms and Conditions of this Agreement may be modified or amended as necessary only by written instrument signed by both Parties.


Last updated March 1, 2021.

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