copBUSINESS TERMS AND CONDITIONS

These Terms and Conditions (the ‘Terms’) are read in conjunction with the Quote provided to You at the time of providing these Terms (the ‘Quote’).

RECITALS

  1. wordMax Media offers copywriting for sales, advertising, online marketing content and radio commercial scripts, tailored to client’s needs and requirements (the ‘Services’). You have engaged wordMax Media to provide the Services.
  2. By continuing to work with wordMax Media after receiving these Terms, You accept the Terms and agree to the below.
  3. Parties

You are the Client, and Your details are set out in the Quote.

  • AND –

wordMax Media – ABN 24 635 261 550 located in Cranebrook NSW, 2749

  1. Definitions and interpretation

2.1. Definitions

The following words have these meanings in this Agreement unless the contrary intention appears:

Agreement means this Agreement including any attachment, including the Quote.

Business Day means any day excluding Saturday, Sunday, or a public holiday in New South Wales.

Commencement Date means the date the Services will commence as specified in the Quote.

Completion Date means the date the Services will cease, and the Services will be delivered, as specified in the Quote.

Confidential Information means any information that is:

(a) information, ideas forms, specifications, processes, statements, formulae, trade secrets, drawings, designs (and copies and extracts made of or from that information and data) that is not in public domain; and

(b) confidential by nature, stipulated as confidential or any other information that would be reasonably considered to be confidential due to the value of the information.

Intellectual Property Rights means all present and future rights in relation to copyright, trademarks, designs, patents or other proprietary rights, or any rights to registration of such rights, whether created, written, developed or brought to existence by You or wordMax Media in the provision of the Services;

Services means the services specified in the Quote or as agreed between the Parties from time to time.

Term means the length of time between the Commencement Date and Completion Date, or for retainer clients, the length of the Agreement as outlined in the Quote.

  1. The Engagement

3.1. Commencement and Completion of the Services

(a) wordMax Media agrees to perform the Services for You, for the Fees and the Term set out in the Quote, commencing on the Commencement Date.

(b) If wordMax Media foresees being unable to complete the Services by the Completion Date, wordMax Media will inform You at Your email address as soon as practicable prior to the Completion Date, and alternative arrangements will be made by agreement of the Parties.

(c) wordMax Media will only provide You with a refund of the Fee in the event wordMax Media becomes unable to continue to provide the Services (the ‘Refund‘).

(d) If wordMax Media is required to alter the description of the Services, the parties must agree in writing.

3.2. Delays

(a) wordMax Media shall use all reasonable endeavours to meet the Completion Date specified in the Quote but any such dates shall be estimates only and time shall not be of the essence for the provision of the Services.

(b) wordMax Media is not liable for any delays or costs resulting from the actions of third parties, including printing services, on which the Services are reliant on.

(c) All revisions, feedback and sign-offs must be provided by You within 7 Business Days of receiving a first draft of the Services. If one round of revisions was included in the Quote, You have 1 month from the date of receiving the first draft of the Services to provide feedback, otherwise wordMax Media will assume the draft has been approved and issue an Invoice for the remainder of the Fees owing.

(d) Where you require further revisions all further feedback and signoff must be provided by you within 7 Business Days of receiving the revised draft version of the Services.

(e) wordMax Media shall not be liable for delays due to a force majeure event as per clause 9.

(e) wordMax Media’s Broadcast Solutions for radio commercials scripts is based on 24 hours turn around times due to the nature of production and scheduling. This turn around time of 24 hours only applies to radio material unless discussed and agreed to by both parties.

3.3. Approvals and Sign-Off and Client Communication

(a) (e) wordMax Media agrees to obtain Your approval as outlined in the Quote.

(b) All Service Fees include 1 round of revisions by You as outlined in the Quote, unless otherwise stated in writing. Additional Revisions or Corrections (beyond the 1 round included) may incur an additional fee payable by You of $25 per correction. With the exception of wordMax Media’s Broadcast Solutions for radio commercials scripts.

(c) All revisions, feedback and sign-offs must be provided by You within 7 Business Days of receiving a first draft version of the Services in a concise and clear manner. Where you require revisions all further revision, feedback and signoff must be provided by you within 7 Business Days of receiving the revised draft version of the Services.

(d) All revisions and feedback must be provided by You in a single email, and You agree to include all comments in a single email. Each separate email received in respect of revisions and feedback will be treated as a separate round of revisions.

(e) Once You have given final approval no further changes will be made by wordMax Media and wordMax Media is not responsible for any content, spelling, grammatical, errors or omissions.

(f) It is Your sole responsibility to ensure that wordMax Media receives any instructions, approvals, sign-off or any other form of communication from You. wordMax Media will not be liable for any instructions not received due to technology glitches, communication arriving into a spam folder, or any other reason.

(g) wordMax Media endeavours to return your communication within 7 business days, and asks that You follow-up with a phone call if You are unsure of whether your communication has been received.

3.4. Alterations to the Services

(a) wordMax Media is required to alter the description of the Services, including any variations to the original brief, wordMax Media must first obtain written consent from You.

(b) You agree that any such variations may result in additional costs incurred and added to the final invoice and will be discussed and approved by You prior to the completion of the work.

  1. wordMax Media Obligations

(a) Prior to the Commencement Date, wordMax Media must provide You with written notice requesting all necessary information, documents or data reasonably required by wordMax Media to complete the Services (‘Client Content’). If no written notice is provided, it is implied all relevant information and materials have been supplied.

(b) Throughout the Term, wordMax Media agrees:

  1. to perform the Services with due care and skill with knowledge of best industry practices and procedures necessary to undertake the Services;
  2. to regularly update You or Your nominated contact of progress with the Services;

iii. to inform You of any changes in the Services or any potential issues, real or reasonably anticipated, with the Services;

  1. to ensure that the provision of the Services by wordMax Media will not infringe the rights (including Intellectual Property Rights) of any third party; and
  2. to not do anything or omit to do anything which may adversely affect Your business or brand or Your reputation; and
  3. If requested, to provide You with a detailed account of Services rendered.

(c) wordMax Media has the right to make any changes to the Services which are necessary to comply with any applicable law.

  1. Your Obligations

(a) You agree to provide all necessary Client Content within 2 working days of a written request for the Client Content by the Contented Copywriter to facilitate the execution the Services in accordance with any estimated delivery dates. This includes, but is not limited to:

(i) any previous copy in an editable format (not PDF);

(ii) information requested by wordMax Media to be able to provide the Services;

(iii) branding guidelines;

(iv) logos;

(v) testimonials;

(vi) website theme;

(viii) materials.

(b) You agree that wordMax Media may charge additional delay fees if Client Content is sent in the incorrect format or delayed.

(c) You warrant that the Client Content:

  1. is owned by You;
  2. does not infringe the rights (including Intellectual Property Rights) of any third party;

iii. contains information that is not misleading or deceptive, or likely to mislead or deceive;

  1. is accurate and free of viruses and security risks;
  2. is lawful and does not contain any material that is abusive, defamatory, harmful, hateful or encourages conduct which could constitute an offence, criminal or civil under applicable State or Federal Legislation.

(d) You indemnify wordMax Media against all damages, losses and expenses suffered or incurred by The Contented Copywriter as a result of the Client Content being in contravention of State or Federal Legislation, or any action where such Client Content infringes any intellectual property rights (including copyright) of a third party.

(e) You agree that You shall have and will continue, throughout the Term, to have all licences, authorisations, consents, approvals and permits required by all applicable Laws in order to perform Your obligations under this Agreement, and otherwise comply and will continue to comply with all Laws applicable to the performance of those obligations.

  1. Payment for the Services

6.1 Fees

(a) You agree to pay wordMax Media the Fees set out in the Quote.

(b) You agree that all quoted Fees are an estimate only. If the estimate of hours required has been exceeded in order to provide You with the Services, wordMax Media will always provide a revised Quote for additional work.

(c) The Fees payable to wordMax Media to perform the Services may be adjusted from time to time as agreed by the Parties in writing (including email) on account of changes in relation to the nature of the Services to be Performed by The Contented Copywriter.

(d) Deposits and payments are payable as follows:

  1. For Services with Fees totalling less than $1000.00 + GST, the Contented Copywriter will issue an Invoice for the total Fees upon approval by You of the Quote. Full payment of the Fees is required by the due date of the Invoice.
  2. For Services with Fees totalling greater than $1000.00 + GST, the Contented Copywriter will issue an Invoice for a 50% deposit of the Fees upon approval by You of the Quote. Payment of the 50% deposit is required by the due date of the Invoice and is non refundable. wordMax Media will issue an Invoice for the remainder of the Fees upon completion of the Services, or after the delivery of the first draft of the Services, whichever comes first. Payment of the remainder of the Fees is required by the due date of the Invoice.

6.2. Time and Method for Payment

(a) You agree to make Payment of the Fees upon receipt of Invoices by wordMax Media, and by the due date on each Invoice. You agree to make Payment of the Fees by the method prescribed in each Invoice.

(b) In the event that any payment under this Agreement is not made in full on the due date, wordMax Media is entitled to charge a late payment fee of $20 per week until paid.

6.3. Goods and Services Tax

Unless otherwise stated, all amounts expressed and described on or in connection with this Agreement and the Quote are listed in Australian Dollars (AUD) and are GST exclusive, being goods and services tax as defined in A New Tax System (Goods and Services Tax) Act 1999, inclusive amounts.

  1. Copyright and Intellectual Property Rights
  2. Intellectual Property Rights

(a) wordMax Media warrants that it transfers to You the Intellectual Property Rights in the Intellectual Property delivered to You in the provision of the Services.

(b) You grant to wordMax Media a non-exclusive, irrevocable, transferable, royalty-free, perpetual licence to use the Intellectual Property in the Services at any time, for inclusion on its website, blog, portfolio, galleries or for marketing and promotional purposes, at its complete discretion.

(c) All templates and other supplied tools are the property of wordMax Media and cannot be used by third parties without consent.

  1. Indemnification

You hereby indemnify and agree to keep wordMax Media indemnified against all liability, losses or expenses suffered by wordMax Media Copywriter in relation to or in any way directly or indirectly connected with any breach of copyright by You.

  1. Termination of this Agreement

8.1. For wordMax Media

(a) wordMax Media may terminate the Engagement with You for any breach of these terms and conditions by providing 7 days’ written notice to You by email.

(b) If wordMax Media terminates the Engagement You will pay wordMax Media the portion of the Services completed up to the date and time of termination.

8.2. For You

(a) You must give wordMax Media 7 days written notice of an intention to terminate the Services.

(b) If You provide notice of your intention to terminate the Services, You will forfeit the non refundable 50% deposit paid by You and You will be required to pay a cancellation fee equivalent to 50% of any remaining Fees owing at the termination date and pay for all Services performed, and expenses incurred, up to and including the termination date.

  1. Force Majeure

(a) If circumstances beyond wordMax Media control prevent or hinder its provision of the Services, wordMax Media is free from any obligation to provide the Services while those circumstances continue. wordMax Media may elect to terminate this Agreement or keep the Agreement remaining current until such circumstances have ceased.

(b) Circumstances beyond wordMax Media control include, but are not limited to, shortage of labour, pandemics, strikes, lockouts, riots, natural disasters, fire, war, acts of God, Government decrees, proclamations or orders, failures or malfunctions of computers or other information technology systems.

 

  1. Liability and waivers

10.1. Liability

(a) Your total liability to wordMax Media for damage, loss or reliance shall be limited to any outstanding payments (if any) for Services completed by wordMax Media and not paid by You.

(b) wordMax Media total liability arising out of or in connection with the Services or this Agreement, however arising, including under contract, tort (including negligence), in equity, under statute or otherwise, will not exceed wordMax Media resupply of the Services to the You.

(c) You expressly understand and agree wordMax Media and its Personnel shall not be liable to You for any direct, indirect, incidental, special consequential or exemplary damages which may be incurred by wordMax Media, however caused and under any theory of liability; including, but not limited to: any loss of profit (incurred directly or indirectly), any loss of goodwill or business reputation, death or personal injury and any other intangible loss.

10.2. Colour Accuracy and Spelling/Grammar

You agree that wordMax Media is not responsible for any spelling, grammatical, errors or omissions after final approval.   

10.3. Waivers

(a) A waiver of any right, power or remedy under this agreement must be in writing signed by the party granting it. A waiver is only effective in relation to the particular obligation or breach in respect of which it is given. It is not to be taken as an implied waiver of any other obligation or breach or as an implied waiver of that obligation or breach in relation to any other occasion.

(b) The fact that a party fails to do, or delays in doing, something the party is entitled to do under this agreement does not amount to a waiver.

  1. General matters

11.1.Communication between Parties

The parties agree to communicate via e-mail and telephone.

11.2.Disclosure and Use of Confidential Information

(a) All obligations of confidence set out in this Agreement continue in full force and effect after the Completion Date.

(b) wordMax Media must not disclose any Confidential Information to any third party, including the customer and/or its agents, employees or servants, without Your prior consent.

(c) The wordMax Media must not use any Confidential Information without Your prior consent.

(d) This Agreement prohibits the disclosure of Confidential Information by wordMax Media with exception to the following circumstances:

  1. the disclosure is to a professional adviser for it to provide advice in relation to matters arising under or in connection with this Agreement and You have consented to the disclosure of such information to the professional adviser;
  2. the disclosure is required by applicable law or regulation; or

iii. if the confidential information is already in the public domain at no fault wordMax Media.

  1. Marketing

You agree that any testimonials that may be provided by You from time to time may be used by wordMax Media for marketing purposes. You further agree that wordMax Media may utilise Your business logo and business name for promotional or educational purposes.

  1. No partnership or agency

Nothing contained or implied in this Agreement will create or constitute, or be deemed to create or constitute, a partnership between the parties. A party must not act, represent or hold itself out as having authority to act as the agent of or in any way bind or commit the other parties to any obligation.

  1. Governing Law & Jurisdiction

(a) This Agreement is governed by the laws of New South Wales, Australia.

(b) In the event of any dispute arising out of or in relation to the Services, wordMax Media agrees that the exclusive venue for resolving any dispute shall be in the courts of Australia, situated in New South Wales, Australia.

  1. Dispute Resolution & Mediation

(a) If a dispute arises out of or relates to the terms of this Agreement, either party may not commence any legal proceedings in relation to the dispute, unless the following clauses have been complied with (except where urgent interlocutory relief is sought).

(b) A party to this Agreement claiming a dispute (the ‘Dispute‘) has arisen under the terms of this Agreement, must give written notice to the other party detailing the nature of the Dispute, the desired outcome and the action required to settle the Dispute (the ‘Notice‘).

(c) On receipt of the Notice by the other party, the parties to this Agreement (the ‘Parties‘) must within seven days of the Notice endeavour in good faith to resolve the Dispute expeditiously by negotiation or such other means upon which they may mutually agree.

(d) If for any reason whatsoever, 21 days after the date of the Notice, the Dispute has not been resolved the Parties must either agree upon selection of a mediator or request that an appropriate mediator be appointed by You or Your nominee and attend a mediation.

(e) It is agreed that mediation will be held in New South Wales, Australia.

(f) The Parties are equally liable for the fees and reasonable expenses of a mediator and the cost of the venue of the mediation and without limiting the foregoing, undertake to pay any amounts requested by the mediator as a pre-condition to the mediation commencing. The Parties must each pay their own costs associated with the mediation.

(g) All communications concerning negotiations made by the Parties arising out of and in connection with this dispute resolution clause are confidential and to the fullest extent possible, must be treated as “without prejudice” negotiations.

(h) If thirty 30 days have elapsed after the start of a mediation of the Dispute and the Dispute has not been resolved, either party may ask the mediator to terminate the mediation and the mediator must do so.

(i) In the event that the Dispute is not resolved at the conclusion of the mediation, either party may institute legal proceedings concerning the subject matter of the Dispute thereafter.

  1. Severance

Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provisions in any other jurisdiction.

  1. Assignment

wordMax Media agrees for You to delegate, assign, novate and/or subcontract any obligations pursuant to this Agreement to any person without wordMax Media consent.

  1. Entire Agreement and Modifications

Both You and wordMax Media confirm and acknowledge that:

(a) This Agreement shall constitute the entire agreement between You and wordMax Media and shall supersede and override all previous communications, either oral or written, between the parties;

(b) No agreement or understanding varying or extending this Agreement shall be binding upon any party unless arising out of the specific provisions of this Agreement; and

(c) If for whatever reason there is inconsistency between this Agreement and any other agreement, this Agreement shall prevail.

 

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