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terms and conditions

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Social Wave Pty Ltd

WEBSITE DISCLAIMER

All care is taken in the preparation of the information and published materials on this site. Social Wave Pty Ltd does not make any representations or give any warranties about its accuracy, reliability, completeness or suitability for any particular purpose. To the extent permissible by law, Social Wave Pty Ltd will not be liable for any expenses, losses, damages (including indirect or consequential damages) or costs which might be incurred as a result of the information being inaccurate or incomplete in any way and for any reason. If you have any concerns regarding the content of the Website, please contact Social Wave Pty Ltd.

  1. GENERAL TERMS
    The purpose of this service agreement is to confirm and set out the terms of engagement to the content and digital marketing work and outlines the nature and extent of the services Social Wave Pty Ltd will provide.

    It is understood and agreed that you:
     
    1. Download and retain deliverable assets within 4 weeks from delivery. All subsequent assets will be removed from any shared folders. Social Wave Pty Ltd will endeavour to store or archive all electronic files used in the production of your Service. However, Social Wave Pty Ltd provide no guarantee that any stored or archived files can be retrieved in the future.
    2. Allow us to use assets for marketing purposes. All marketing will omit your business information to protect privacy and confidentiality in according with Privacy Act legislation
  2. PAYMENT TERMS:
    1. Retainers: payment must be made via Electronic Funds Transfer (EFT) or direct debit on Monday each week
    2. Projects: 50% payment upfront prior to the commencement of the project with the remaining 50% to be paid upon delivery of project outcomes
    3. All prices are exclusive of GST unless otherwise stated
  3. GST
    1. Unless Social Wave Pty Ltd expressly state otherwise, the Fees and Additional Costs do not include GST. If at any time Social Wave Pty Ltd decide that GST is payable on supplies made by us, or if the Australian Taxation Office assesses GST on any such supplies, then the necessary amount will be added to, and form part of, the Fees or Additional Charges (as the case may be) at the GST rate prevailing at the relevant time. Social Wave Pty Ltd reserve the right to recover from you at any time such an amount on account of GST on supplies made by us to you under this agreement.
  4. DURATION OF THE AGREEMENT AND ITS TERMINATION
    1. Upon execution by both parties this agreement will take effect: immediately and remain in effect until the purpose of the Service has been achieved.
    2. The term will automatically renew for subsequent periods of the same duration, unless either party gives the other party written notice terminating the agreement 30 days prior to the expiration of the term or both parties agree in writing to vary the Services provided.
    3. A party may terminate this agreement by notice in writing to the other party if:
      • the other party commits a material breach of this agreement that is capable of remedy (including failure to pay any amount due under this agreement) and fails to remedy that breach within [14] days after receiving notice from the other Party to do so;
      • the other party commits a material breach of this agreement that is not capable of remedy; or
      • the other Party becomes Insolvent.
    4. Social Wave Pty Ltd may terminate this agreement if:
      • you do not provide any information or materials requested within a reasonable time after being asked to do so; or
      • Social Wave consider that mutual confidence and trust no longer exist.
    5. Upon termination of this agreement:
      • our obligation to carry out the Service ceases;
      • each party’s rights and obligations accrued prior to termination are not affected;
      • the licence granted ceases;
      • any unpaid invoice owed to Social Wave Pty Ltd must be paid, including for any minimum term (failure to do so may result in Social Wave Pty Ltd registering this default with a credit reporting agency);
      • each party must immediately return to the other party (or destroy or delete as the other party directs) all Confidential Information of the other party in its possession or control, except to the extent that the party needs to keep such information to comply with its record-keeping obligations
  5. HOURS OF SERVICE
    1. Unless agreed in advance, all services will be carried out between 8:30 am and 5:30 pm (local office time), Monday to Friday excluding public holidays and the Christmas / New Year closure periods.
  6. CONTENT & MATERIALS SUPPLIED BY YOU:
    1. You must supply to us all required materials you want us to use in the Service, and all other content and materials Social Wave Pty Ltd reasonably request (Client Content) in a timely manner.
    2. You must supply all Client Content in the following digital format/s:
      • text/copy: Microsoft Word or Rich Text (clearly labelled and in correct order);
      • tables: Microsoft Excel (clearly labelled and in correct order);
      • images: high resolution where possible (JPEG, PNG files);
      • logos: vector format (Illustrator EPS/AI);
      • diagrams/maps: vector format (AI) or (JPEG files);
      • if required, access to your current website and database via SSH, FTP and/or CMS/hosting control panel login;
      • brand style guidelines (if applicable).
    3. Social Wave Pty Ltd may charge Additional Costs if the Client Content is not provided in the appropriate format or if material is not supplied when requested.
    4. You warrant that the materials or content you provide to us, or that are provided to us on your behalf, will not: breach any rights (including Intellectual Property Rights or Moral Rights) of any third party; or compromise the security or operation of our computer systems, through a virus or otherwise.
  7. VARIATIONS AND ADDITIONAL COSTS
    1. If during the course of our engagement there are changes in the table of services, the changes will be treated as a Variation.
    2. Where a Variation occurs Social Wave Pty Ltd reserves the right to halt work and review the Service costings. Social Wave Pty Ltd will discuss the Variation with you and where required will issue a Variation Notice which is to include the modifications to the Specifications and any associated costs. Social Wave Pty Ltd will not proceed with the Services until Social Wave Pty Ltd receive your written approval to proceed.
    3. Examples of Variations include:
      • introduction of additional requirements not discussed during the onboarding process i.e. branding deliverables, introduction of video imagery, ad text, ad design and Digital Marketing Campaign focus;
      • costs for commercial fonts, photography, audio and video;
      • additional Service management time;
      • unplanned delays in obtaining approval, Client Content or feedback resulting in Social Wave Pty Ltd having to reschedule services, staff or facilitate continuance;
      • overtime required to meet deadlines due to delays by the Client providing approval, Client Content or feedback; development work.
    4. It is our process to include production schedules, but from time to time Social Wave Pty Ltd are required to not only manage our own team but also manage your team. This is generally not known at the time of quoting and may be treated as a Variation.
    5. If during the course of our engagement there are changes in the Service, Social Wave Pty Ltd will contact you and provide an estimate of the Additional Costs for these changes if they feel it warrants so.
    6. Where possible, Social Wave Pty Ltd will attempt to obtain approval from you prior to undertaking the additional work. However, in some cases due to deadline and availability constraints, this may not be possible and Social Wave Pty Ltd may proceed with the work without obtaining approval.
    7. Additional Costs will be invoiced separately to the Client on an ad hoc basis, charged at current Professional Hourly Rates.
    8. Examples of Additional Costs include:
      • content not in the appropriate format;
      • extra workshops or workshops requiring additional hours;
      • requested additional design concepts / alternations;
      • requested changes to the design after final approval has been requested or provided;
      • uploading and styling/layout of additional Client Content;
      • additional meetings and travel time
  8. PURCHASE OF STOCK IMAGES, FONTS, PHOTOGRAPHY, AUDIO OR VIDEO
    1. Unless specified in the Pricing Structure, the Fees do not include any searches or purchase of stock images, commercial fonts, photography, audio, or video.
    2. You can provide stock images, commercial fonts, audio or video, or Social Wave Pty Ltd can purchase them on your behalf. When any stock images or commercial fonts are purchased on your behalf, Social Wave Pty Ltd will be the license holder and the image or font can only be used under the terms of the license/s.
    3. You indemnify, and agree to keep Social Wave Pty Ltd, its directors, officers and employees indemnified, against all Loss arising out of the breach of these licenses.
    4. Standard stock images will be charged according to our current stock image rates.
    5. Costing for any font, photography, audio or video required will be provided for approval separately via a Variation Notice.
    6. Ownership of the finished photography, audio or video will be transferred to you upon full payment of all issued invoices.
    7. Social Wave Pty Ltd retains ownership of all working files.
  9. APPROVAL AND IMPLEMENTATION
    1. Your approval and implementation may be required for a number of items (Approval & Implementation Item) presented to you:
      • Service brief;
      • keyword recommendations;
      • local SEO report;
      • on page SEO report;
      • design concepts (and your choice of one of them);
      • each updated version of the chosen design concept;
      • landing page or copywriting
      • completed design;
      • variation Notices; and
      • any other item for which Social Wave Pty Ltd request your approval.
    2. When Social Wave Pty Ltd provide you with any Approval Item, you must notify us in writing whether you do or do not accept the completed Approval Item.
    3. You will be deemed to have accepted the Approval Item if Social Wave Pty Ltd do not receive a response from you, within 5 business days or at another agreed response period.
    4. Your acceptance of the completed Approval Item in accordance with Section 7 means that the Approval Item is complete, and no further amendments are necessary. However, Social Wave Pty Ltd will not proceed to the next Stage of the Service until Social Wave Pty Ltd receive your approval to proceed.
    5. There may be Additional Costs in having to reschedule services, staff or facilitate continuance due to unplanned delays in obtaining approval. If unable to perform continuance, the Client may have to pay a shutdown and subsequent restart fee commensurate to the labour and resource costs incurred.
  10. SCHEDULING, PRODUCTION AND SERVICE MANAGEMENT
    1. If Social Wave Pty Ltd consider it to be necessary, Social Wave Pty Ltd will develop a production schedule for the Services. Social Wave Pty Ltd will use reasonable commercial endeavours to carry out the Services in accordance with that schedule.
    2. If you delay in providing the approval, implementation, Client Content or feedback Social Wave Pty Ltd require, then this may result in:
      • a change in the delivery deadline set out in the production schedule; or
      • if the delivery deadline cannot be changed, a Variation Notice will be issued, including necessary overtime costs
  11. LIMITATION OF LIABILITY AND WARRANTY
    1. To the fullest extent permissible by law, Social Wave Pty Ltd is not liable (whether in contract or tort) for:
      • faults or defects in any services or goods provided by third parties in connection with this agreement; or
      • any indirect, special or consequential loss (including loss or corruption of data, loss of profits, revenue, goodwill, anticipated savings and business interruption) however arising, whether or not Social Wave Pty Ltd knew of the possibility of such loss and whether or not such loss was foreseeable.
    2. To the fullest extent permissible by law, in no event will Social Wave Pty Ltd’s liability in contract, tort (including negligence and breach of statutory duty) or otherwise arising out of, or in connection with, this agreement exceed the amounts actually paid by the Client to Social Wave Pty Ltd for the Service;
    3. Social Wave Pty Ltd makes no warranties regarding the likelihood of success of marketing or promotional activity undertaken pursuant to the agreement.
    4. Without limiting the above, Social Wave Pty Ltd will use its reasonable endeavours to optimise the performance of your Digital Marketing Campaign, however, Social Wave Pty Ltd gives no warranties and makes no guarantees in respect of the performance of your Digital Marketing Campaign. You acknowledge that:
      • search engine results will vary for each of the search engines and social media platforms;
      • the algorithms of each search engine and social media platform may change unexpectedly from time to time;
      • and this is out of the control of Social Wave Pty Ltd
    5. To the fullest extent permitted by law, the liability of Social Wave Pty Ltd for a breach of a non-excludable condition is limited to: in the case of the provision of services:
      • the supplying of the services again; or
      • payment of the cost of having the services supplied again.
    6. In relation to goods:
      • the replacement of the goods or the supply of equivalent goods;
      • the payment of the cost of replacing the goods or acquiring equivalent goods; or
      • the repair of the goods or the payment of the cost of having the goods repaired.
    7. To the full extent permitted by law, Social Wave Pty Ltd excludes all liability for the infringement of the Intellectual Property rights of any third party arising from any of the material or content published during the performance of the Services;
      • liability for misrepresentation or negligence arising from detrimental reliance on any of the material or content published in accordance with the performance of the Services. It is your responsibility to thoroughly check and gain independent expert advice on the suitability or correctness of the material to be published as part of the performance of the Services;
      • liability in respect of loss of data, 3rd party integration failure, breach of our security, interruption of business or any consequential or incidental damages; all representations, warranties or terms (whether express or implied) other than those expressly set out in the agreement.
    8. Social Wave Pty Ltd’s total aggregate liability for all claims relating to the agreement is limited to the price for the Services payable under this agreement.
    9. Either party’s liability for any claim relating to the agreement will be reduced to the extent to which the other party contributed to the damage arising from the claim.
  12. INDEMNITY
    1. You indemnify, defend and hold harmless Social Wave Pty Ltd in respect of all actions, claims, proceedings, demands, liabilities, losses, damages, expenses and costs (including legal fees on a full indemnity basis), in connection with any of the following:
      • any breach of this agreement;
      • your negligent acts or omissions; or
      • your use of the Services, including any third party claims made in connection with or arising out of the Client’s use of the Service, other than use in accordance with this agreement.
      • breach of third party Intellectual Property.
    2. You indemnify, and agree to keep Social Wave Pty Ltd, its directors, officers and employees indemnified, against all Loss arising from actions taken performing Services.
  13. CONFIDENTIALITY
    1. Each party agrees to keep confidential, and not to use or disclose except as permitted by these terms and conditions, any Confidential Information of the other party. The parties agree not to disclose these terms and conditions (including any schedules), or any details of a Purchase Order or Pricing Structure. This obligation of confidence extends to Confidential Information obtained by a party before entering into this agreement. Each Party shall refrain from making negative comments about the other Party, whether online or in person.
    2. The obligation of confidence as set out above does not apply to Confidential Information to the extent that is required to be disclosed by law or the rules of any stock exchange on which the recipient’s securities:
      • are listed, provided that the recipient discloses the minimum amount of Confidential Information required to satisfy the Law or rules.
      • The Party required to disclose the other Party’s Confidential Information as set out above must:
      • provide a reasonable amount of notice to the other Party of the proposed disclosure;
      • consult with the other Party as to the form of the disclosure; and
      • take all reasonable steps to maintain such Confidential Information in confidence.
    3. Each party must take all steps and do all such things as may be necessary, prudent or desirable in order to safeguard the confidentiality of the Confidential Information of the other party.
  14. CALCULATION OF FEES IF NOT SPECIFIED
    1. If the Fees are not specified (in a Purchase Order, Pricing Structure or otherwise) at the commencement of the Service, then Social Wave Pty Ltd will charge you at the Professional Hourly Rates for all work that Social Wave Pty Ltd carry out for you in the course of the Service.
    2. The Professional Hourly Rates may change from time to time.
    3. Social Wave Pty Ltd will perform the Services as specified in the Pricing Structure or as agreed in writing with the client, utilising the specified providers and/or platforms, for the specified term.
    4. Travel time is not included in our quotations as Social Wave Pty Ltd office is our preferred location as it is appropriately set up for meetings and presentations. If you would prefer meetings at your office or any other location additional fees may apply.
    5. Social Wave Pty Ltd reserves the right to charge Additional Costs caused by the Clients instructions, lack of instructions, interruptions, mistakes, work for which Social Wave Pty Ltd is not responsible and changes to the requirements, expectations or hardware and software environment, and extra work required caused by faults or defects in any service provided by a third party.
  15. SEARCH ENGINE OPTIMISATION (SEO)
    1. Our Search Engine Optimisation Services may include:
      • Keyword research & Keyword Recommendations
      • Local SEO Report
      • On Page SEO Report
      • Copywriting & Content Generation
      • Link Building
      • Local Citations
      • Monthly Progress Report
    2. Our Search Engine Optimisation Services exclude:
      • Implementation of On Page SEO Report
      • Implementation of advanced conversion tracking code where website development is needed
      • Broken Links clean-up & ongoing maintenance
      • Google Search Console management
      • Landing Page or Website Development
      • Website Maintenance & Security Updates
      • New Website Migration
      • Change of Strategy Mid-Campaign
      • Creation of Google Analytics account
      • Implementation of Conversion Tracking Code
      • Creation of Google Search Console account
  16. SOCIAL MEDIA MANAGEMENT
    1. Our Social Media Management services may include:
      • social media review, analysis and strategy development;
        • social media campaigns, blogs, content creation, client engagement and/or profile management for Facebook, Instagram, LinkedIn or other social media platforms;
      • social media analytics;
      • social media policy.
    2. You will provide access to your social media accounts or permission for us to set up accounts on your behalf.
  17. STRATEGY, CREATIVE AND ANALYTICS
    1. Our Strategy, Creative and Analytics services may include:
      • digital marketing audits;
      • digital marketing strategy development;
      • digital marketing strategy implementation;
      • videos, images, memes, infographics, whitepapers, reports and surveys;
      • reputation management