This Agreement is entered into on the specified date below by Truer Marketing (“Agency”) and CLIENT (the “Client”) pursuant to the terms of the “Terms and Conditions”) dated as of the below date, between Agency and Client which is herein incorporated by this reference.
By providing your billing details and submitting a plan sign up form on the Truer Marketing website, The Client is approving their credit card to be charged for the amount selected and hereby agrees to the following:
- I/we have hired the services of Truer Marketing on a month to month basis with no minimum term commitment.
- I/we have read and agree to the Terms and Conditions bound to this contract.
- I understand that payments are non-refundable, that ongoing costs are payable in advance.
- If the client wishes to cancel the contract, a notice of cancelation must be provided before their next payment is debited.
- I have the authority to make this purchase on behalf of my company/organisation.
- All prices are including GST.
- Prices do not include any additional third party costs such as media buying, stock images, printing, etc.
DIRECT DEBIT – TERMS AND CONDITIONS
- Payments by Stripe
Truer Marketing uses a third party service, Stripe (https://stripe.com), to process payments. Specifically, Truer Marketing uses the Stripe Connect service. Truer Marketing does not store credit card information on its own servers; it merely secures tokens used to charge payments through Stripe. However, after you make a payment associated with a booking, your credit card information is securely stored by Stripe and associated with your account in order to facilitate our two-step payment process. If you want your stored credit card information to be deleted from Stripe, please contact us. By placing and orders on Truer Marketing that require payment, you also agree to be bound by Stripe’s Terms and conditions, available at: https://stripe.com/au/legal
- Debiting Your Account
By signing a Direct Debit Request or by providing us with a valid instruction, you have authorised us to arrange for funds to be debited from your account. You should refer to the Direct Debit Request and this agreement for the terms of the arrangement between us and you. We will only arrange for funds to be debited from your account as authorised in the Direct Debit Request. We may vary any details of this agreement or a Direct Debit Request at any time by giving you at least fourteen (14) days written notice.
- Amendments and Cancellations
You may change, stop or defer a debit payment, or terminate this agreement by providing us with at least 7 days notification by writing to: [email protected]
- Debiting Your Account
It is your responsibility to ensure that there are sufficient clear funds available in your account to allow a debit payment to be made in accordance with the Direct Debit Request. If there are insufficient clear funds in your account to meet a debit payment: you may be charged a fee and/or interest by your financial institution; we will stop our work until payment is made; and you must arrange for the debit payment to be made by another method or arrange for sufficient clear funds to be in your account by an agreed time so that we can process the debit payment and continue our work. You should check your account statement to verify that the amounts debited from your account are correct.
GENERAL – TERMS AND CONDITIONS
- Client Representative
In order to avoid miscommunication and delays in project timelines, the Client shall appoint a sole representative with full authority to provide or maintain any necessary information and approvals that may be required by Agency (the “Client Representative”). The Client Representative shall be responsible for coordination and review of the Agency’s services and notifying Agency of Client instructions, change orders and approvals.
- Client Obligations and Materials
The Agency’s ability to perform its obligations under this Agreement may be dependent on the Client fulfilling its obligations. The Agency shall not be liable for any costs, charges or losses sustained by the Client arising directly from any failure of the Client to fulfill its obligations under this Agreement. All copy provided by the Client shall be in electronic, compatible format suitable for typesetting. Where photographs, illustrations or other visual materials are provided by the Client, they shall be of professional quality and in a form suitable for reproduction without further preparation or alteration.
- Approval of Work
Work will not commence until the signed agreement has been received. Within five business days following receipt of any deliverables, the Client will provide Agency with either (a) written approval and acceptance of such deliverable (which will not be unreasonably withheld), or (b) a written list of reasonable modification guidelines that will bring the deliverables into compliance with the SOW. Each deliverable hereunder will be deemed accepted by the Client if, within five business days of its delivery to the Client, the Client does not receive the foregoing written notice. The Client’s written approval of any deliverables, materials, plans or other Work created or produced by the Agency in the course of the provision of the Services, or any cost estimate, will constitute the Agency’s authority to purchase, publish, and make contracts for talent, space, time and other facilities and otherwise to do any other act or thing which the Agency considers it reasonable to do in order to carry out its obligations under this Agreement or any Statement of Work. The Agency will not be obliged to commit to any expenditure on behalf of the Client without first receiving written confirmation of the Client’s instructions and the Agency will not be responsible for the consequences of any delay on the part of the Client in providing such written confirmation.
Unless otherwise stated in this Agreement or agreed by the parties in writing, the Agency’s contracts with suppliers in respect of the Services shall be made in accordance with suppliers’ standard terms or such other terms as the Agency is able to negotiate with the relevant supplier. The Agency shall act as principal in all such contracts, but all rights and liabilities as between the Client and the Agency shall correspond to those between the Agency and the various suppliers under such conditions, including in particular any service levels and any rights of amendment, omission and cancellation.
- Legal Clearances and Indemnification
The Client is responsible for obtaining all legal clearances required for the performance of services hereunder. The Client shall indemnify, defend (at its own cost and expense) and hold Agency and its officers, employees and agents harmless from and against any and all claims, suits, demands, damages, losses and expenses arising from any breach, misrepresentation or other act or omission of the Client.
- Liability of Agency
Agency shall not be held responsible for delays or non-performance caused by activities or factors beyond its reasonable control, including delays and non-performance caused by viruses, denial of service attacks, other acts or omissions by third parties, Internet service providers, the Client or its contractors, strikes, lockouts, work slowdowns or stoppages, accidents, fires, acts of God, terrorism, failure by the Client to timely furnish information or approve or disapprove work, or faulty performance by the Client or others, including third-party contractors hired by Agency or by Client. Agency shall not be liable for any indirect, third-party, incidental, special, consequential, exemplary or punitive damages arising out of this Agreement. Agency’s maximum liability under this Agreement shall not exceed the total fees received by it hereunder.
- Confidential Information; Non-Solicitation
Confidential information is that which relates to the Client’s or Agency’s research, development, trade secrets or business affairs and includes, in the case of Agency’s confidential information, concepts presented to, but not selected by, the Client; it does not include information that is generally known or easily ascertainable by third parties. Agency and the Client shall mutually respect and maintain each other’s confidential information and shall use it only to perform their respective obligations hereunder. For the avoidance of doubt, confidential information does not include information which is public knowledge, was in the recipient’s possession before receipt or is independently developed by the recipient. Neither party shall solicit the other’s employees, independent contractors or consultants or engage them in any work independent the parties’ relationship under this Agreement during the term of the Agreement and for two years thereafter.
- Rights, Ownership and Usage
Subject to Agency’s receiving full payment under this Agreement, Agency assigns to the Client, without representation or warranty, all rights, title and interest Agency may have in any work specifically created by Agency for the Client pursuant to this Agreement, except that:
(a) Agency may use and distribute such work as part of its portfolio for promotional purposes;
(b) Agency shall own and retain all rights to any and all concepts, ideas, designs, proposals and other work and materials (collectively, “Work”) which have been presented to the Client but not included in the final work product;
(c) Agency shall own and retain all rights to any technology, technical documentation, inventions, algorithms, software, architecture, logic, navigation, 3d modeling files, animation files and other source files for front-end deliverables, computer programs, source codes, script programs, optimisation software, game engines or other backend and background elements, files and features incorporated into or utilized by the Work (collectively, “Background Technology”).Unless the parties agree otherwise in a written and signed Statement of Work, Agency shall retain ownership of any and all Background Technology, including any and all associated intellectual property rights. Agency hereby grants to Client a nonexclusive, royalty-free, perpetual, irrevocable, worldwide license to use, reproduce, distribute, display and perform Agency’s Background Technology, in compiled machine readable object code form only, to the extent incorporated into deliverables provided hereunder strictly for the purposes and in the territories set out in the applicable Statement of Work. Use of Background Technology for any other project, on any other website or in any other medium shall be subject to additional fees and licenses which may be granted or withheld by Agency in its sole discretion; and
(d) If the Client desires to utilize any of the Work, whether accepted or rejected by the Client hereunder, for any marketing campaign, promotion, product, service, advertisement or any other purpose outside the scope of this Agreement, then the Client shall hire Agency to design, create, develop, market and otherwise implement such work. The Client may solicit or hire a third party to implement such Work if, and only if, Agency declines to do so and such third party is hired on terms in no way more beneficial than the terms first offered to Agency.
- Governing Law; Jurisdiction
This Agreement shall be interpreted and construed in accordance with the laws of the State of Victoria, without regard to any conflict of laws principles. Each party hereby irrevocably consents to the exclusive jurisdiction of the State and Federal courts sitting in Victoria, Australia for the purpose of hearing and deciding any and all disputes, claims and controversies arising out of and relating to this Agreement. The prevailing party in any such action or proceeding shall be awarded all of the costs and fees incurred by it reasonably related thereto, including the fees of its attorneys.