Method+Marketing (ABN 95766510742) of 75a Gordon Ave Hamilton South, NSW 2303 (“Method+Marketing”) agrees to provide consultancy services to the organisation or person named in the Agreement Details (“Client”), on the basis of the following terms and conditions.
1.0 Supply of Services
1.1 Client appoints Method+Marketing to provide the Services specified in the quotation to which these terms are attached, or as otherwise agreed in writing (“Agreement Details”).
1.1.1 Agreement and client approval of quoted services may be issued in writing only.
1.1.2. Once approval in writing is received, Method+Marketing assumes an agreement is in place and will commence execution of all services outlined in approved quotation, and will apply advertising budgets as recommended in quote unless otherwise stated by client prior to approval of quote.
1.2 Method+Marketing will provide the Services with due care and skill and will use its reasonable endeavours to perform the Services in accordance with any agreed timetable.
1.3 Any fee quoted by Method+Marketing remains firm for 30 days. If Client does not place an order within that period Method+Marketing may vary the fee.
2.1 No variation of these terms is permitted unless expressly agreed in writing by both parties. These terms, together with the Agreement Details, override any terms and conditions contained in any purchase order or other document provided by Client, whether before or after these terms. No order will be binding on Method+Marketing until accepted by it.
2.2 In the event of any inconsistency between these terms and the Agreement Details, the Agreement Details will prevail.
3.1 Unless the Agreement Details specify a fixed term, this agreement will continue until the Services are complete or lawfully terminated sooner.
4.0 Consultancy Fee
4.1 Client must pay Method+Marketing the fees specified in the Agreement Details for the Services, plus any goods and services tax. Client must pay the fees within 21 days after the date of Method+Marketing’s invoice.
4.2 Method+Marketing reserves the right to charge interest on any unpaid amount at the rate for overdrafts of $10,000 charged by Method+Marketing’s usual bankers. Interest will accrue daily and be capitalised monthly without notice.
4.3 Client must reimburse Method+Marketing (within 21 days of production of appropriate invoices or receipts) for all travel-related and out-of-pocket expenses properly incurred by Method+Marketing in connection with the Services.
5.0 Additional services
5.1 If Client requests, Method+Marketing may (but is not obliged to) provide services in addition to the Services and may charge additional fees for such Services at Method+Marketing’s standard rates or as otherwise agreed.
6.0 Additional Obligations
6.1 If required, Client will provide reasonable office accommodation and amenities (including power, telephone, computer, email access and office consumables) to permit Method+Marketing to perform the Services at Client’s premises.
6.2 Method+Marketing will maintain prudent levels of public liability insurance and workers’ compensation insurance as required by law.
7.1 Costs for services outside the scope of the quotation, such as printing, photographers, videographers, talent-hire, hair and makeup services, stock photography, software add-ins, other marketing software are not included in the quoted costs. Upon the provision of a brief, Method+Marketing are happy to provide a quotation for these services.
7.2 Unless specifically stated, quoted fees do not include advertising and media spend for but not exclusively social media, pay-per-click, or traditional media placements.
7.2.1 Should advertising spend estimates be recommended, this cost is to be approved by the client, and is to be paid by the client direct to the publisher via their preferred payment method. Should this require credit card payment, Method+Marketing will ensure all reasonable measures are taken to maintain the strictest confidentiality regarding credit card account details, and will only charge approved amounts to the client credit card under the client’s direction.
7.3 Method+Marketing makes no express warranties beyond those stated in these terms. All conditions and warranties implied by statute or common law are to the extent permitted expressly excluded.
7.4 Where implied conditions and warranties cannot be excluded (including guarantees under the Competition and Consumer Act 2010) Method+Marketing limits its liability:
7.4.1 in the case of services supplied, to the supplying of the services again or the payment of the cost of having the services supplied again; and
7.4.2 in the case of goods supplied, to: (i) the replacement of the goods; (ii) the supply of equivalent goods; (iii) the repair of the goods; or (iv) paying the cost for replacing the goods or having the goods repaired.
7.5 Method+Marketing will not be liable to Client for loss of profits or contracts or other indirect or consequential loss however arising (including from negligence or breach of contract).
7.6 Method+Marketing’s liability to Client under these terms or otherwise in connection with the Services will in no event exceed all fees actually paid by Client to Method+Marketing under these terms.
8.1 “Confidential Information” means all confidential information of the other party including technical information, know-how, processes, trade secrets, technology and data concerning the business operations, intellectual property, finance, customers, markets and transactions of either party but does not include information which (i) is or becomes in the public domain otherwise than through a breach of obligation of confidentiality by the person to whom it is disclosed; or (ii) was already in the possession of the person to whom it is disclosed without an obligation of non-disclosure.
8.2 Each party will keep the Confidential Information confidential and will not disclose it to any third party or use it otherwise than: (i) for the purposes of this agreement; (ii) as authorised in writing by the other party; (iii) as required by any law, judicial body or governmental agency; or (iv) by way of disclosure to that party’s professional advisers who have agreed to keep the Confidential Information confidential.
9.0 Deliverables and Intellectual Property
9.1 All documents, materials and other physical deliverables created or developed by or on behalf of Method+Marketing in the course of performing the Services will become Client’s property on payment of all amounts owed by it to Method+Marketing for the creation of such deliverables.
10.1 Method+Marketing may terminate this agreement and any licence granted under clause 1 by notice in writing if
10.1.1 any payment due from Client to Method+Marketing under these terms remains unpaid for more than 30 days; or
10.1.2 Client breaches any of these terms and such breach is not remedied within 30 days of written notice by Method+Marketing.
10.2 Either party may terminate this agreement if the other party becomes, resolves to become or is in jeopardy of becoming, subject to any form of bankruptcy or insolvency administration.
10.3 Termination will not affect any right that has accrued prior to termination, nor the provisions of clauses 7, 8 and 9. Upon termination each party must return any Confidential Information or other property of the other party in its possession.
10.4 Should client terminate the agreement before completion of approved quoted services, Method+Marketing will issue an invoice for 50% of the quoted fee, to recoup the costs of work completed.
10.5 Should Method+Marketing terminate the agreement before completion of approved quoted services, Method+Marketing will issue a full refund of any fees paid for the approved quoted service to date.
11.1 Method+Marketing may subcontract the performance of the Services, provided that Method+Marketing will remain liable to Client for the performance of theServices. On request, names of sub-contractors will be provided to Client.
12.1 Method+Marketing will not be liable for any delay or failure to perform its obligations if such failure or delay is due to a cause, omission or circumstance over which Method+Marketing could not reasonably have exercised control. Method+Marketing must notify Client as soon as practicable of any anticipated delay due to force majeure. The performance of Services will be suspended for the period of the delay due to such events.
12.2 Client acknowledges that it has not relied on any representation made by Method+Marketing which has not been stated in these terms.
12.3 Where examples of a thing or set of things are given by reference to the word “including”, the meaning of references to the thing or set of things is not to be limited by reference to the examples.
12.4 The provisions of this agreement are severable. If any term is found or held to be invalid or unenforceable then the meaning of that provision will be construed, to the extent feasible, to render the provision enforceable. If not feasible interpretation would save such provision, it is to be served from the remainder of these terms which are to remain in full force and effect and to be interpreted so as to achieve the commercial intentions of the parties.
12.5 These terms are governed by the laws of New South Wales, and the parties submit to the non-exclusive jurisdiction of the Courts of that State.