By signing this Agreement, the Client (that's you) agrees to retain the Service Provider (that's me) to proceed with the requested Scope of Services, and agrees to the terms and conditions as set forth within this Agreement.
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.
PAYMENT: 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. The Service Provider issues invoices electronically through an online Client Portal where the Client is required to log in. Payment terms are 7 DAYS from the date of invoice. 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.
PAYMENT OPTIONS: The Service Provider currently accepts PayPal, Direct Deposit/Bank Transfer or Credit Card payments as payment methods. Bank account and PayPal details will be printed on the invoice.
LATE PAYMENTS: Payments not received by due date will result in work cessation. Service Provider 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 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.
LATE FEES: For Clients who consistently fail to respond to questions from the Service Provider in a timely manner, do not supply required information, or otherwise impair efficient workflows, increase administrative time, and prevent the Service Provider from working to optimum standards and serving other clients in a fair and equal manner, the Service Provider reserves the right to impose late fees for Clients who fall into this category.
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 instant messages, 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.
OFFICE HOURS: Office hours are Monday through Friday, 9:00am to 5:00pm. Saturdays and Sundays are by appointment only. Holidays are by request only. A form can be found in the Client Portal to request holiday or weekend work. Requests must be submitted no less than 48 hours in advance and must be agreed upon by both the Client and the Service Provider. Additional payment may be required and if so, must be paid in full at time of request.
COMMUNICATION: 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, and calls lasting over 15 minutes will be billed to the Client. Phone or video calls longer than 15 minutes must be prescheduled 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. Missed meetings or cancellations without sufficient notice will be billed $35 to Client.
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. Rush work of 24 hours or less and work during weekend or holiday time may be subject to a $100 rush fee. The Service Provider reserves the right to refuse any work or service request. The Service Provide will keep the Client informed of the progress being made on their work via a weekly Status Email.
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 the Service Provider to perform or complete the contracted services.
EXPENSES: Expenses incurred on behalf of the Client are NOT included in any fees and will be billed to the Client. Reimbursable expenses may include, but not limited to, mileage, payments made to vendors, and shipping and handling costs. There is a one-hour minimum for in-site visits and these will be billed for meeting time, round trip travel time, and mileage. Payment is due upon receipt.
DELIVERY: Completed work will be delivered via the Client Portal, online storage application, email or other means as required by the Service Provider.
PROPERTY: All billing (including invoices, statements, and estimates), reports are provided as a convenience to the Client at the discretion of the Service Provider.
ACCURACY OF INFORMATION: 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.
INDEMNIFICATION/RELEASE OF LIABILITY: 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.
TERMINATION: 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.
NON-DISCLOSURE AND NON-SOLICITATION: 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.
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.
Launched in July 2020, Charmed Digital offers professional and affordable solutions for businesses to adopt and embrace digital marketing technologies, and to utilise online resources so they can grow their business.