By signing this Agreement, You ("the Client") have retained Charmed Digital, ("the Service Provider") to proceed with the requested scope of services, and agree to the terms and conditions as set forth within this 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 completing a ‘Change of Order’ form. If the new services are going to require additional work, both Client and Service Provider 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. PAYMENTS

The Client agrees to commit to payment in full on all packages or A La Carte Jobs at the time of signing of this agreement unless a payment plan is in place. The Service Provider issues invoices electronically via email. Payment terms are strictly 7 DAYS from the date of invoice unless instructed otherwise.

All invoices are quoted in AUD and any international payments will be made at the equivalent conversion rate at the date the transfer is made. The Service Provider currently accepts PayPal, Direct Deposit/Bank Transfer or Credit Card payments as payment methods. Bank account details will be printed on the invoice.

3. LATE PAYMENTS

Payments not received by due date will result in work cessation. The Service Provider reserves the right to refuse completion or delivery of work until past due balances are paid. A late charge of 5% of the total invoice will be assessed on unpaid balances every thirty (30) 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.

4. CLIENT RESPONSIBILITY

The Client understands that the Service Provider 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 client portal, and agrees to respond to questions, requests, and communications from Service Provider in a timely manner.

The Client understands that the Service Provider 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 the Service Provider 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 be conditions beyond the reasonable control of the Parties shall not be considered a breach and will result in a day-for-day extension 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 agreement, power failure, fire, flood, acts of God, labor disputes, riots, acts of war, terrorism and epidemics.

5. OFFICE HOURS & COMMUNICATION

Office hours are Monday through Friday, 9am to 5pm. Saturdays and Sundays are by appointment only. Email is the preferred source of communication between the Client and the Service Provider. The Service Provider is available for phone calls ONLY during the office hours stated above. However, the time of both Parties must be respected.

Phone or video calls longer than 15 minutes must be pre-booked no less than 24 hours prior. The booking form to schedule a phone or video call can be found in the client portal. Call cancellation requires a minimum of 24 hours advance notice.

6. WORK COMPLETION

The Service Provider 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.

7. MATERIALS, INFORMATION & APPROVAL

The Client will provide all content, outlines, photos, videos, product images, approvals, etc., necessary for any work within a reasonable timeframe. 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 the Service Provider to perform or complete the contracted services.

The Client agrees that the accuracy of information supplied to the Service Provider is the sole responsibility of the Client, and that the Service Provider 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.

8. DELIVERY

Completed work will be delivered via the client portal, cloud storage application, email or other means as required by the Service Provider.

9. ONGOING SERVICES

All ongoing services such as Social Media Management, Website Maintenance, etc., 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, the Client must present the Service Provider with a written notice of termination 14 days prior.

10. INDEMNIFICATION

The Client shall indemnify, defend and save the Service Provider harmless from any and all suits, costs, damages, or proceedings, including, but not limited to, the Service Provider’s services, pertaining to any and all litigation in which the Client is a party.

The Client shall pay all expenses incurred by the Service Provider including, but not limited to, all attorneys’ fees, costs and expenses incurred should the Service Provider be named a party in any litigation to which the Client is a party. The Client shall further indemnify and hold harmless the Service Provider 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 the Service Provider is not limited to any acts or omissions, statements or representations made by the Service Provider in the performance and / or nonperformance of the Service Provider’s duties here under and relating to all contractual liabilities, which may be alleged or imposed against the Service Provider.

In the absence of negligence, however, the Service Provider 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.

The Service Provider 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. The Service Provider will not be held liable for typographical omissions or errors.

11. TERMINATION & SEVERABILITY

Either Party may terminate this Agreement upon 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, the Service Provider 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 5 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.

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

12. NON-DISCLOSURE

The Service Provider 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.

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 1 June 2022.