Service Agreement

1. ACCEPTANCE
   
   1. These Terms are between PS Marketing Pty Ltd (70 669 529 551) (referred to as “we”, “us” or “our”) and you, the person, organisation or entity engaging us to perform the Marketing Services (referred to as “you” or “your”), each a “Party” and collectively the “Parties”. These Terms apply to our supply of the Package (including the Marketing Services forming part of that Package) that you select to purchase from us through our Site.
   2. You accept these Terms by either:
      
      1. confirming that you accept these Terms by checking a box on our Site or accepting these Terms through an electronic execution platform acceptable to us;
      2. confirming by email that you accept the Terms; or
      3. paying any of the Fees for your Package.
   3. These Terms apply from the date on which you accept these Terms, and will continue for the amount of time set out in your Package (Initial Term), subject to extension in accordance with these Terms (Term). Following the Initial Term, the Term will automatically continue until either Party provides at least 30 days’ written notice to the other Party, or these Terms are otherwise terminated in accordance with their terms.
   4. You agree that these Terms form the agreement under which we will supply Marketing Services to you. Please read these Terms carefully.
2. MARKETING SERVICES
   
   1. We agree to perform the Marketing Services with due care and skill.
   2. We reserve the right to refuse any request that we deem inappropriate, unreasonable or illegal.
   3. We may provide the Marketing Services to you using our employees, contractors and third party providers, including parties located overseas such as in Manila, Philippines and they are included in these Terms.
   4. If you engage third parties directly, we are not responsible for the products or services provided by those third parties.
   5. If you request a Variation, we have discretion as to whether we accept it and whether an adjustment to the Fee may be required. If we are unable to accommodate the Variation, we may request that we be paid for Marketing Services performed to date and terminate these Terms. If we agree to perform a Variation, we will agree the Variation Fee and invoice you accordingly.
3. REPORTS
   
   1. We may provide you with reports outlining progress with the Marketing Services, performance, rankings and other relevant information and details.
4. FAIR USE LIMITATION
   
   1. Where you concurrently request multiple services from us, we will collaborate with you to map out and prioritise the requests, based on shared timelines and the nature of the requested Marketing Services. However, you agree that we may determine the final timeline for the delivery of the Marketing Services in our sole discretion, based upon the volume of, and the nature of, the requested Marketing Services.
   2. Where you continuously or frequently request a volume of work that is excessive or far greater than average (based on the use of other customers), we may give you notice of this and if you do not adjust your usage in line with our request to do so:
      
      1. vary the Fees and your Package to reflect your increased usage of our resources, effective on and from the date we give you written notice of the new Fees and Package; or
      2. terminate this Agreement in accordance with clause 13.2.
5. THIRD PARTY SERVICES
   
   1. We are not responsible for the services provided to you by third parties (Third Party Services), including social media platforms, email marketing service providers, website hosting providers and internet search engines.
   2. You must provide us access to any accounts you have with Third Party Services as reasonably necessary for us to provide the Marketing Services to you.
   3. If you provide us with your account credentials to a Third Party Service (Credentials), you acknowledge that we are authorised to use the Credentials to access your relevant accounts with the Third Party Service, for the purpose of performing the Marketing Services.
   4. Where, with your written approval, we create an account for you on a Third Party Service, or purchase a new service on your behalf, via an existing account you have with a Third Party Service, you must provide personal information and payment details to the applicable Third Party Service, or authorise us to provide the personal information and payment details on your behalf to, and pay directly, the applicable Third Party Service. You acknowledge and agree that by giving us written approval you will be directly responsible for any:
      
      1. compliance with terms and conditions or licence of any Third Party Service; and/or
      2. fees charged by any Third Party Service.
   5. Where we create an account on a Third Party Service for you we will provide you with details of your Credentials and retain a copy in our systems where we require access to the Third Party Service to perform the Marketing Services.
   6. Your Credentials and any personal information you provide to us is stored securely in our systems and can only be accessed by the necessary Personnel that assist with performing the Marketing Services.
   7. Upon termination of these Terms, we recommend you change your Credentials in order to ensure that your security is not compromised.
   8. On request by you, we may provide you with contact details of a Third Party Service. This is not a recommendation by us for you to seek their advice or to use their services
6. ACCEPTANCE OF THE DELIVERABLES
   
   1. If it is agreed between the Parties in writing (including via email), that a Deliverable will be subject to your acceptance, within 10 Business Days of receiving a Deliverable, you must notify us of your acceptance or tell us if you require any modifications, acting reasonably. If after 10 Business Days, you have not notified us of your acceptance or requested any modifications you will be deemed to have accepted the Deliverable.
   2. If you use a Deliverable in a non-test, live, public or production environment prior to acceptance, such Deliverable will be deemed to be accepted upon such use.
   3. Where you request any modifications, in accordance with clause 6.1, we will perform these as part of your Package (unless otherwise agreed with you or set out in the Package).
   4. We are not responsible for any delays caused by your failure to accept any Deliverables in a timely manner.
7. WEBSITE PROOF DISCLAIMER
   
   1. Where we have provided Marketing Services for your website, it is your responsibility to ensure that the website copy is correct in all areas. Please be sure to check spelling and grammar, layout and design before approving artwork.
   2. You are responsible for copyright, trademark use and licensing of images, logos and other symbols.
   3. All artwork image concept, web design, and layout concept must be approved before a job enters our production environment.
   4. Upon approval of the proof, you release us from liability arising from the use of an artwork or design.
8. FEES, INVOICING AND PAYMENT
   
   1. You may select a Package with a Payment Plan or a Subscription (as set out on the Site).
      
      Fees
   2. You agree to pay us the Fees as set out in your Package, and any other amounts payable to us under these Terms, without set-off or delay, via the payment method set out in your Package. You are responsible for reviewing the pricing schedule, features and limits associated with your Package when you sign up for our Marketing Services.
   3. The payment method in your Package may be subject to additional terms and conditions imposed by our applicable third party payment processor, currently Stripe (including direct debit payments, as set out below). By making payment through a third party payment processor, you accept the applicable terms and conditions. We are not responsible for any payments processed by a third party payment processor.
   4. The Fee is payable in advance of the next billing cycle for your Package (Payment Date) and any additional charges will be billed in arrears at the end of the relevant Package billing cycle (unless otherwise agreed between the Parties).
   5. The Fees are non-refundable. To the maximum extent permitted by Law and unless specified otherwise in these Terms, there will be no refunds or credits for any unused part of your Package (or part thereof).
      
      Direct Debit
   6. You expressly consent to, authorise and instruct us to deduct the Fees from your nominated account as an automatic payment in accordance with the relevant Payment Date. If required, you agree to complete a direct debit request form and/or direct debit request service agreement, which may be provided by us or by a third-party provider on our behalf.
   7. You must ensure your chosen payment method has sufficient funds to pay the Fees on the relevant Payment Dates.
      
      Late Payments
   8. If you are paying the Fees via direct debit, you are liable for any fees charged by our third party payment processor as a result of a late payment, except to the extent these are as a result of our error or our system failure and where this is the case you should provide us with a copy of the relevant records so that any issue can be resolved.
   9. If any payment has not been made within 14 days of the Payment Date, in accordance with these Terms and as specified in your Package, we may (at our absolute discretion):
      
      1. immediately cease or suspend the provision of the Marketing Services, and recover as a debt due and immediately payable from you, our additional costs of doing so;
      2. charge interest at a rate equal to the Reserve Bank of Australia’s cash rate from time to time plus 8% per annum, calculated daily and compounding monthly, on any such amounts unpaid after the due date for payment in accordance with these Terms; and
      3. engage debt collection services and/or commence legal proceedings in relation to any such amounts.
   10. If you rectify such non-payment within a reasonable time after the Marketing Services have been suspended, then we may, at our discretion, recommence the provision of the Marketing Services as soon as reasonably practicable.
       
       Upgrading and downgrading your Package
   11. If you upgrade your Package, the upgrade will happen immediately and the payment method that you signed up to Direct Debit with will automatically be charged the pro-rata Fee for your new Package.
   12. You may download your Package at the end of the Initial Term by providing us with written notice. If you downgrade your Package, the downgrade will become effective at the end of the Initial Term.
9. YOUR OBLIGATIONS AND WARRANTIES
   
   1. You warrant that you will not employ, canvass, solicit, entice, induce or attempt to employ any employee or contractor that was employed by or contracted to us during the time that we provided Marketing Services to you or during the 12 month period prior to that time.
   2. You warrant that throughout the term of these Terms that:
      
      1. there are no legal restrictions preventing you from agreeing to these Terms, and you have all necessary permissions, consents and rights to enable us to perform the Marketing Services for the duration of the term;
      2. you will cooperate with us, and provide us with all assistance, information, documentation, access, facilities, authorities, consents, licences and permissions reasonably necessary to enable us to comply with our obligations under these Terms or at Law (including in connection with any advertising laws or regulations), including access details such as logins, usernames and passwords to your servers and databases as reasonably requested by us from time to time, and comply with these requests in a timely manner;
      3. the information you provide to us is true, correct and complete;
      4. you will not infringe any third party rights in working with us and receiving the Marketing Services;
      5. you will inform us if you have reasonable concerns relating to our provision of Marketing Services under these Terms, with the aim that the Parties will use all reasonable efforts to resolve your concerns;
      6. you are responsible for obtaining any consents, licences and permissions from other parties necessary for the Marketing Services to be provided, at your cost, and for providing us with the necessary consents, licences and permissions;
      7. that where you have provided information, representations, data, reports, copy, designs, specifications and/or other materials (Provided Materials) to use for use in the Marketing Services, you have the right to do so;
      8. that the Provided Materials:
         
         1. do not infringe the Intellectual Property Rights of any third party;
         2. are factually accurate;
         3. are not misleading or deceptive;
         4. are not defamatory or unlawful;
         5. have not been obtained unlawfully;
         6. are compliant with any necessary regulations for advertising, packaging or labelling; and
         7. have been processed in a manner that complies with all applicable privacy legislation;
      9. if applicable, you hold a valid ABN which has been advised to us; and
      10. if applicable, you are registered for GST purposes.
10. INTELLECTUAL PROPERTY
    
    1. As between the Parties:
       
       1. we own all Intellectual Property Rights in Our Materials; and
       2. you own all Intellectual Property Rights in Your Materials, and
       3. nothing in these Terms constitutes a transfer or assignment of any Intellectual Property Rights in Our Materials or Your Materials.
    2. As between the Parties, ownership of all Intellectual Property Rights in any Work Products will vest, or remain vested, in us upon creation.
    3. On full payment of our Fees which relate to those Work Products, we will assign the applicable Work Products to you.
    4. We grant you a non-exclusive, revocable, worldwide, non-sublicensable and non-transferable right and licence, to use Our Materials that we provide to you, solely for the purposes for which they were developed and for your use and enjoyment of the Marketing Services, as contemplated by these Terms.
    5. You grant us a non-exclusive, revocable, worldwide, non-sublicensable and non-transferable right and licence, to use Your Materials that you provide to us and the Work Products for the term of these Terms solely for the purpose of incorporation into the Deliverables as well as satisfying the performance of our obligations under these Terms.
    6. If you or any of your Personnel have any Moral Rights in any material provided, used or prepared in connection with these Terms, you agree to (and agree to ensure that your Personnel) consent to our use or infringement of those Moral Rights.
    7. In the use of any Intellectual Property Rights in connection with these Terms, you must not (and you must ensure that your Personnel do not) commit any Intellectual Property Breach.
    8. We may use third party materials such as open-source software as necessary to provide the Marketing Services. Use of third party materials may be subject to creative commons, open source or third party licensing terms.
    9. This clause will survive the termination or expiry of these Terms.
11. CONFIDENTIAL INFORMATION AND CONFLICTS
    
    1. We, including our employees and contractors, agree not to disclose your Confidential Information to any third party (other than where necessary, to third party suppliers, or as required by law); to use all reasonable endeavours to protect your Confidential Information from any unauthorised disclosure; and only to use your Confidential Information for the purpose for which it was disclosed by you, and not for any other purpose. Our treatment of conflicts is set out in our Conflicts Policy. We will provide you with a copy of this policy on request.
    2. You, including your employees and contractors, agree not to disclose our Confidential Information to any third party; to use all reasonable endeavours to protect our Confidential Information from any unauthorised disclosure; and only to use our Confidential Information for the purpose for which it was disclosed or provided by us to you, to provide better quality services to you and not for any other purpose.
    3. These obligations do not apply to Confidential Information that:
       
       1. is authorised to be disclosed;
       2. is in the public domain and/or is no longer confidential, except as a result of a breach of these Terms;
       3. is received from a third party, except where there has been a breach of confidence; or
       4. must be disclosed by law or by a regulatory authority including under subpoena.
    4. This clause will survive the termination or expiry of these Terms.
12. FEEDBACK AND DISPUTE RESOLUTION
    
    1. Your feedback is important to us. We seek to resolve your concerns quickly and effectively. If you have any feedback or questions about the Marketing Services, please contact us.
    2. If there is a dispute between the Parties in relation to these Terms, the Parties agree to the following dispute resolution procedure:
       
       1. The complainant must tell the respondent in writing, the nature of the dispute, what outcome the complainant wants and what action the complainant thinks will settle the dispute. The Parties agree to meet in good faith to seek to resolve the dispute by agreement between them at an initial meeting.
       2. If the Parties cannot agree how to resolve the dispute at that initial meeting, any Party may refer the matter to a mediator. If the Parties cannot agree on who the mediator should be, the complainant will ask the Law Institute of Victoria to appoint a mediator. The mediator will decide the time and place for mediation. The Parties must attend the mediation in good faith, to seek to resolve the dispute.
    3. Any attempts made by the Parties to resolve a dispute pursuant to this clause are without prejudice to other rights or entitlements of the Parties under these Terms, by law or in equity.
    4. Nothing in this clause will operate to prevent a Party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.
    5. This clause will survive the termination or expiry of these Terms.
13. TERMINATION
    
    1. Subject to any minimum term set out in your Package, you may terminate these Terms and your Package at any time by providing us with written notice, in which case, these Terms and the Package will terminate at the end of the then current Term and the Package will not renew.
    2. We may terminate these Terms and your Package with written notice and in accordance with clause 4 if you do not adjust your usage of the Marketing Services in line with a request by us that is issued in accordance with these Terms.
    3. These Terms and your Package will terminate immediately upon written notice by a Party (Non-Defaulting Party) if:
       
       1. the other Party (Defaulting Party) breaches a material term of these Terms and that breach has not been remedied within 10 Business Days of the Defaulting Party being notified of the breach by the Non-Defaulting Party; or
       2. the Defaulting Party is unable to pay its debts as they fall due.
    4. Upon expiry or termination of these Terms:
       
       1. we will immediately cease providing the Marketing Services;
       2. without limiting your Consumer Law Rights, you agree that any payments made by you to us are not refundable to you;
       3. you are to pay for all Marketing Services provided prior to termination, including Marketing Services which have been provided and have not yet been invoiced to you, and all other amounts due and payable under these Terms;
       4. where termination is by you pursuant to clause 13.1 or us pursuant to clause 13.2 or 13.3:
          
          1. for all Subscriptions, you also agree to pay us the Cancellation Fee and our additional costs arising from, or in connection with, such termination. The “Cancellation Fee” for the purposes of these Terms will be 50% of the Fees that would have been paid for the then Term had termination not occurred. You agree that this is fair and reasonable on the basis that the Parties entered into these Terms on the basis that upfront costs and avoidable costs could be spread across the Term to provide you with lower fee instalments; or
          2. for all Payment Plans, you agree to pay us all Fees remaining in the Payment Plan. You agree that this is fair and reasonable on the basis that the Marketing Services have already been provided; and
       5. you agree to promptly return (where possible), or delete or destroy (where not possible to return), any information, documentation or material owned by us that is in your possession or control, subject to any rights you may have to any Intellectual Property in accordance with clause 10.
    5. We will retain your documents (including copies) as required by law or regulatory requirements. Your express or implied agreement to these Terms constitutes your authority for us to retain or destroy documents in accordance with the statutory periods, or on expiry or termination of these Terms.
    6. The accrued rights, obligations and remedies of the Parties are not affected by the termination of these Terms.
    7. This clause will survive the termination or expiry of these Terms.
14. CONSUMER LAW AND DISCLAIMERS
    
    1. Certain legislation including the Australian Consumer Law (ACL) in the Competition and Consumer Act 2010 (Cth) and similar consumer protection laws and regulations may confer you with rights, warranties, guarantees and remedies relating to the provision of Marketing Services by us to you which cannot be excluded, restricted or modified (Statutory Rights).
    2. Nothing in these Terms excludes your Statutory Rights as a consumer under the ACL. You agree that our liability for the Marketing Services is governed solely by the ACL and these Terms. We exclude all conditions and warranties implied by custom, law or statute except for your Statutory Rights.
    3. Delay: Where the provision of Marketing Services depends on your information or response, we have no liability for a failure to perform the Marketing Services in the period set out in the Proposal where it is affected by your delay in response, or supply of incomplete or incorrect information.
    4. Referral: We may provide you with contact details of third party specialists. This is not a recommendation by us for you to seek their advice or to use their services. We make no representation or warranty about the third party advice or provision of services, and we disclaim all responsibility and liability for the third party advice or provision of services, or their failure to advise or provide services.
    5. Warranties: Except for your Statutory Rights, we exclude all express and implied warranties representations and guarantees and all material and work is provided to you without warranties, representations and guarantees of any kind, either express or implied.
15. LIMITATIONS ON LIABILITY
    
    1. Consequential Loss: Despite anything to the contrary, to the maximum extent permitted by law neither Party will be liable for Consequential Loss.
    2. Proportionate liability: Despite anything to the contrary, to the maximum extent permitted by law, a Party’s liability for any Claims under these Terms will be reduced proportionately to the extent the relevant Claim was caused or contributed to by the acts or omissions of the other Party (or any of its Personnel), including a failure to mitigate.
    3. Limitation: To the extent permitted by law, our total liability arising out of or in connection with the Marketing Services, however arising, including under contract, tort including negligence, in equity, under statute or otherwise, is limited to us re-supplying the Marketing Services to you, or, at our option, us refunding to you the amount you have paid us for the Marketing Services to which your claim relates. Our total liability to you for all damages in connection with the Marketing Services will not exceed the price paid by you under these Terms for the 12 month period prior to the act which gave rise to the liability, or one hundred dollars (AUD$100) if no such payments have been made.
    4. This clause will survive the termination or expiry of these Terms.
16. EXCLUSIONS TO LIABILITY
    
    1. You acknowledge and agree that:
       
       1. we are not responsible for back links or toxic links, including, but not limited to, URLs dropped or excluded for any reason or any incorrect email addresses;
       2. if under your Package, we provide search engine optimisation services:
          
          1. the results of our Marketing Services may be impacted by different factors, including, but not limited to, your website history, your industry, the content on your website and your content management system, and we do not guarantee any results; and
          2. if such Marketing Services are suspended for any reason, we do not guarantee the same or similar website rankings;
       3. if under your Package, we provide services relating to Google Ads, we do not guarantee:
          
          1. a particular, or consistent, position or ranking of your advertising across any medium;
          2. that your submissions will be accepted;
          3. that we will be able to purchase selected keywords or distribute your ads on any site requested by you;
          4. the position of your ads on any site;
          5. the cost per click; and/or
          6. that any unused campaign spend will rollover to the next monthly period.
       4. we are not responsible for removing reviews on your business listing on any medium;
       5. we only manage the Marketing Services during our standard business hours, and we have no obligation to respond to comments or posts outside these hours;
       6. failure to provide content, items or other information within the timeframe agreed between the Parties may lead to our delay in the provision of the Marketing Services; and
       7. you are responsible for backing up your website.
    2. This clause will survive the termination or expiry of these Terms.
17. INDEMNITY
    
    1. Despite anything to the contrary, to the maximum extent permitted by law, you are liable for, and agree to indemnify us and hold us harmless in respect of, any Liability that we may suffer, incur or otherwise become liable for, arising from or in connection with:
       
       1. any information provided by you that is not accurate, up to date or complete or is misleading or a misrepresentation;
       2. any misuse of the Marketing Services by you, your employees, contractors or agents; and
       3. your breach of any Law or third party rights.
    2. You agree to co-operate with us (at your own expense) in the handling of disputes, complaints, investigations or litigation that arise as a result of your use of the Marketing Services including but not limited to disputes, complaints, investigations or litigation that arises out of or relates to incorrect information you have given us.
    3. This clause will survive the termination or expiry of these Terms.
18. GENERAL
    
    1. Good faith: The Parties must at all times act toward each other with good faith.
    2. Privacy: We agree to comply with the legal requirements of the Australian Privacy Principles as set out in the Privacy Act 1988 (Cth) and any other applicable legislation or privacy guidelines.
    3. Publicity: You consent to us stating that we provided Marketing Services to you.
    4. Email: You acknowledge that we are able to send electronic mail to you and receive electronic mail from you. You release us from any claim you may have as a result of any unauthorised copying, recording, reading or interference with that document or information after transmission, for any delay or non-delivery of any document or information and for any damage caused to your system or any files by a transfer.
    5. Force Majeure: Neither Party will be liable for any delay or failure to perform their respective obligations under this Agreement if such delay or failure is caused or contributed to by a Force Majeure Event. This clause will not apply to a Party’s obligation to pay any amount that is due and payable to the other Party under this Agreement.
    6. GST: If and when applicable, GST payable on the Fee for the Marketing Services will be set out on our invoices. You agree to pay the GST amount at the same time as you pay the Fee.
    7. Relationship of Parties: These Terms are not intended to create a relationship between the Parties of partnership, joint venture, or employer-employee.
    8. Assignment: Subject to clause 18.9, a Party must not assign or deal with the whole or any part of its rights or obligations under these Terms without the prior written consent of the other Party (such consent not to be unreasonably withheld).
    9. Assignment of Debt: You agree that we may assign or transfer any debt owed by you to us, arising under or in connection with this Agreement, to a debt collector, debt collection agency, or other third party.
    10. Severance: If any provision (or part of it) under these Terms is held to be unenforceable or invalid in any jurisdiction, then it will be interpreted as narrowly as necessary to allow it to be enforceable or valid. If a provision (or part of it) under these Terms cannot be interpreted as narrowly as necessary to allow it to be enforceable or valid, then the provision (or part of it) must be severed from these Terms and the remaining provisions (and remaining part of the provision) of these Terms are valid and enforceable.
    11. Force Majeure: We will not be liable for any delay or failure to perform our obligations under these Terms if such delay is due to any circumstance beyond our reasonable control (including but not limited to epidemics, pandemics and Government sanctioned restrictions and orders), whether known or unknown at the time of entering into these Terms.
    12. Notices: Any notice required or permitted to be given by either Party to the other under these Terms will be in writing addressed to the relevant address of the other Party (our address is available at the bottom of these Terms, and you will need to provide your address when signing up to a Package). Any notice may be sent by standard post or email, and notices will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email (or, where the time of transmission is not on a Business Day, 9am on the next Business Day).
    13. Online execution: These Terms may be executed by means of such third party online document execution service as we nominate subject to such execution being in accordance with the applicable terms and conditions of that document execution service.
    14. Jurisdiction & Applicable Law: These terms are governed by the laws of Victoria and the Commonwealth of Australia. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in Victoria.
    15. Entire Agreement: These Terms and any document expressly referred to in them, including the Package, represent the entire agreement between the Parties and supersede any prior agreement, understanding or arrangement between the Parties, whether oral or in writing.
19. DEFINITIONS

In these Terms, unless the context otherwise requires, capitalised terms have the meanings given to them in the Package, and:

Business Day means a day which is not a Saturday, Sunday or bank or public holiday in Victoria, Australia.

Commencement Date means the date these Terms are accepted in accordance with their terms.

Claim/Claims includes a claim, notice, demand, right, entitlement, action, proceeding, litigation, prosecution, arbitration, investigation, judgment, award, damage, loss, cost, expense or liability however arising, whether present, unascertained, immediate, future or contingent, whether based in contract, tort or statute and whether involving a third party or a Party to these Terms or otherwise.

Confidential Information includes confidential information about you, your credit card or payment details, and the business, structure, programs, processes, methods, operating procedures, activities, products and services, know how, financial, accounting, marketing and technical information, customer lists, database information, details of paid digital marketing strategies including Google Ads budget and spend, market segmentation strategy and other information of either Party whether or not such information is reduced to a tangible form or marked in writing as “confidential”.

Consequential Loss includes any consequential loss, indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise. The Parties acknowledge and agree that your obligation to pay us the Price and any other amounts due and payable by you to us under this Agreement will not constitute “Consequential Loss” for the purposes of this definition.

Deliverables means any materials, goods, items or other deliverables forming part of the Marketing Services that you request.

Fees are set out in the Package.

Force Majeure Event means any event or circumstance which is beyond a Party’s reasonable control including but not limited to, acts of God including fire, hurricane, typhoon, earthquake, landslide, tsunami, mudslide or other catastrophic natural disaster, civil riot, civil rebellion, revolution, terrorism, insurrection, militarily usurped power, act of sabotage, act of a public enemy, war (whether declared or not) or other like hostilities, ionising radiation, contamination by radioactivity, nuclear, chemical or biological contamination, any widespread illness, quarantine or government sanctioned ordinance or shutdown, pandemic (including COVID-19 and any variations or mutations to this disease or illness) or epidemic.

GST means GST as defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) as amended from time to time or any replacement or other relevant legislation and regulations.

Intellectual Property means any patents, copyright, registered and unregistered designs or trademarks, any corresponding property rights under the laws of any jurisdiction, discoveries, circuit layouts, trade names, trade secrets, secret processes, know-how, concepts, ideas, information, processes, data or formulae, business names, company names or internet domain names, and any Confidential Information including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing.

Intellectual Property Breach means any breach by you (or any of your Personnel) of any of our Intellectual Property Rights (or any breaches of third party rights including any Intellectual Property Rights of third parties), including, but not limited, to you (or your Personnel):

1. copying, altering, enhancing, adapting or modifying any of our Intellectual Property;
2. creating derivative works from our Intellectual Property;
3. providing or disclosing our Intellectual Property to, or allowing our Intellectual Property to be used by, any third party;
4. assigning or transferring any of our Intellectual Property Rights or granting sublicences of any of our Intellectual Property Rights, except as expressly permitted in these Terms;
5. reverse engineering or decompiling any of our Intellectual Property Rights, except where permitted by Law; or
6. using or exploiting our Intellectual Property for purposes other than as expressly stated in these Terms (including, without limitation, using our Intellectual Property for commercial purposes or on-selling our Intellectual Property to third parties).

Intellectual Property Rights means for the duration of the rights in any part of the world, any industrial or intellectual property rights, whether registrable or not, including in respect of Intellectual Property.

Laws means all applicable laws, regulations, codes, guidelines, policies, protocols, consents, approvals, permits and licences, and any requirements or directions given by any person with the authority to bind the relevant Party in connection with these Terms or the provision of the Marketing Services.

Marketing Services means the marketing services we provide, including but not limited to website design and development, branding and visual identity, SEO, PPC and copywriting, as further particularised in your Package.

Moral Rights means the right of attribution of authorship, the right not to have authorship falsely attributed and the right of integrity of authorship, as defined in the Copyright Act 1968 (Cth).

Our Materials means all work, models, processes, technologies, marketing and digital strategies and campaigns, materials, information, documentation, training and services that we may provide to you under these Terms, and which may contain material which is owned by or licensed to us, and is protected by Australian and international laws.

Package means the package you choose, including the Fees, billing cycle and features, as set out on the Site or on the sign-up page, as applicable.

Payment Plan means a Package where we provide the relevant Marketing Services upfront, and you pay the Fees on a payment plan.

Personnel means, in respect of a Party, any of its employees, consultants, suppliers, subcontractors or agents.

Subscription means a Package where we provide the Marketing Services on an ongoing basis, and you pay the Fees on a rolling monthly basis, as detailed in the Package details on the site.

Site means our website at www.pillarscroll.com.

Terms means these terms and conditions. 
where termination is by you pursuant to clause 13.1 or us pursuant to

Third Party Inputs means third parties or any goods and services provided by third parties, including customers, end users, suppliers, transportation or logistics providers or other subcontractors which the performance of the Marketing Services may be contingent on, or impacted by.

Your Materials means all work, models, processes, technologies, strategies, materials, information, documentation and services (including Intellectual Property), owned, licensed or developed by or on behalf of you or your Personnel before the Commencement Date and/or developed by or on behalf of you or your Personnel independently of these Terms.

Variation means providing additional Marketing Services to the Marketing Services you originally engaged us for, as outlined in your Package.

Variation Fee means the additional cost for a Variation.

Work Product means the work products or Deliverables, as set out in the Package, and includes any development, modification, adaptation or improvement of the work products.