Perry Papast Sales Conversions - Services Agreement – Standard Terms

 

[Version 1.1 - Last updated March 2019] 

 

  1. Application  

    1. This is the agreement we use for delivering our services. It sets out each of our responsibilities and is designed to protect you as well as us.  We are proud of the services we deliver and strive for professionalism, ethical behaviour and sound business practices. 

    2. The client summary sets out the scope of services we have agreed to deliver and the fees payable by you and is to be read together with these terms. If you request additional services or work to be included during the term of our agreement with you, we will charge you additional fees for those items. 

    3. By asking us to start work, signing the client summary or making a payment to us for the services, you are agreeing to be bound by these terms.  
       

  1. Term 

    1. When you sign up for our services, you agree to commit to payment for the initial program set-up and a minimum of 3 months of the monthly program management (together called the ‘minimum commitment’). 

    2. After the minimum commitment period has expired, this agreement will continue until terminated by either party. 
       

  2. Payment 

    1. The Fees payable by you are listed in the client summary and may be amended by agreement between the parties in writing. If applicable, you agree to pay an amount sufficient to cover GST. If you are exempt from GST, please notify us.

    2. The program set-up fee included in the client summary must be paid upfront before work will commence. Monthly program management fees are payable monthly in advance. 

    3. We will issue an invoice for each payment and payments must be made in accordance with our invoice terms.

    4. If fees remain unpaid after attempts by us to recover payment, we may pursue legal action and/or forward the debt to a collection agency or lawyer for further action. You agree you will pay for any fees incurred by us for debt collection, administration and/or legal costs (on a solicitor and own client basis). You agree to pay interest at a rate of 8% per annum calculated from the date of invoice on any outstanding debt (both prior to and after judgement, if applicable). 

    5. Fees once paid are not refundable. Fees that are due (including the full fees for the minimum commitment period) will still be due even if you change your mind about using our services, decide you do not have the time or resources to commit to the project, become unresponsive or miss scheduled meetings. 

    6. Our fees do not include disbursements or actual costs for items including pay per click, ad spend, licenses, marketing tools, media, printing, software/subscriptions, advertising costs or third party subscriptions (eg Calendly Pro or LinkedIn Sales Navigator). These will require your additional expenditure. 
       

  3. Your responsibilities  

    1. You agree you will: 

      1. pay our fees on time and in full.

      2. cooperate with us so we can complete the services in a timely and efficient manner.

      3. provide responses, supply information or complete reasonable actions as requested by us within 2 business days of our request.

      4. inform us of any changes to account names, passwords, technical setup or any material information which may affect delivery of the services.

      5. obtain and keep up-to-date virus protection on your computers and other electronic hardware.

      6. check the work we have completed for accuracy in all respects.

      7. attend all agreed meetings and/or scheduled calls.

      8. immediately tell us about any information (existing or new) that could have an impact on the success of the services we are providing so that rapid action can be considered. 

      9. not request us to complete work for you that we reasonably believe is either immoral or unlawful. We reserve the right to refuse to complete work in this scenario and our refusal will not be considered to be a breach of this agreement. 
         

  4. Your Data

    1. You retain ownership of material you supply us, including intellectual property in your business name, logo, content and videos and any personal information about your customers (called ‘your data’). You grant us a license to use, copy, transmit and store your data for the purpose of providing the services. 

    2. While all care is taken to securely store your data, we do rely on third party providers for storage and other services and we make no warranty that your data will be safe. We will not be responsible or liable for the theft, deletion, alteration, destruction, damage, loss or failure of any of your data. 

    3. Where we use your customer data, you warrant you comply with the Australian Privacy Laws and that any use you ask us to make of the data is either allowable under the legislation or you have specific customer consent for the use. We agree to only use the customer data as directed by you and for the provision of the services.  

    4. Any data we store or process is primarily stored or processed in Australia. However, due to the nature of the internet and the way data is transmitted, some data may be stored, mirrored or transferred overseas at times.

    5. We take no responsibility for any computer virus or technological problems that were not intentionally caused by us or are beyond our control. 
       

  5. Limitation of liability  

    1. We are not liable for the accuracy or lawfulness of any content you provide to us or for any content we produce on your behalf. It is your responsibility to understand and abide by any laws affecting the content you are making available to consumers and to check the lawfulness and accuracy of all material produced by us. 

    2. To the fullest extent permissible by law, and without limiting Australian Consumer Law, in the event of any fault in the services, our liability will be limited, at our choice, to:

      1. supplying the services again;  

      2. repairing any fault in the services caused by us; 

      3. payment of the cost of having any fault in the services caused by us repaired; or 

      4. payment of the cost of having the services supplied again.  

    3. Notwithstanding any other clause in this agreement, you agree that our total maximum aggregate liability to you for any action or claim or group of actions or claims is the amount actually paid by you for services under this agreement rendered in the three months immediately preceding the date of dispute (or latest in time dispute if more than one dispute).

    4. This limitation of liability applies to the fullest extent permitted by law, and survives any termination or expiration of this agreement, or your use of the services.  
       

  6. Intellectual Property 

    1. We own the intellectual property rights in the materials we use to deliver the services, or we have permission to use that material and share it with you for the purpose of providing the services. Any data we collect during the term of this agreement, including contact information of potential leads, will remain our property unless we have passed specific information to you as a ‘paid for designated sales opportunity’ and then it becomes your property.
       

  7. Termination 

    1. We may terminate this agreement at any time by giving you 30 days written notice.

    2. After the initial commitment period has expired, you may terminate this agreement by giving us 30 days written notice. 

    3. If you have not paid an invoice by the due date, we may suspend the services. If you ask us to reinstate services after suspension, we may charge a reasonable fee for reinstatement. 

    4. On the date of termination: 

      1. all fees and other charges you have agreed to pay, will become immediately due and payable; 

      2. we will securely destroy all login and access details which you have supplied to us; 

      3. you will be responsible for ongoing account management of any third party accounts.
         

  8. Third Party Platforms 

    1. All third-party platforms used in the provision of the services are available pursuant to their own terms and conditions of service. You agree to adhere to these terms and conditions and agree that any liability arising from the use of those platforms remains your sole responsibility. 

    2. If you enter into an agreement with a third party as a result of our recommendation, it is your responsibility to understand and negotiate your own terms of agreement with that third party. You are still required to do all due diligence to protect your company, staff and legal rights.

    3. You acknowledge that third party platforms may change their policies, algorithms, regulations or systems at any time. We cannot be held liable for loss or damage incurred by you as a result of changes made to third party platforms, this includes for example, our inability to provide the services as planned or the closure of an account by the platform provider without notice or explanation.  

    4. You acknowledge that we may earn or pay commission or referral fees from or to third parties.  
       

  9. Definitions and interpretation 

    1. In this agreement the following definitions apply:  

      1. Business day means a day that is not a Saturday or Sunday or a public holiday in New South Wales.

      2. Client/you means you, our valued client as identified in the client summary, and includes your successors and assigns.  

      3. Fees means the amount payable by you to us for provision of the services as set out in the client summary (or as updated between us in writing).  

      4. Force Majeure Event means an event that is beyond a party’s control, including but not limited to, fire, earthquake, labour dispute, act of God, death or serious injury or illness, unavailability of any electricity or other utilities, or unavailability or material change in any third party technologies or platforms (or the rules governing such technologies or platforms) and any local, state, federal, national or international law or governmental order. 

      5. Client summary means a document prepared specifically for you outlining the scope of work to be undertaken by us, as well as an estimate of fees to be charged for that work.  

      6. Services means the work we will complete on your behalf in exchange for the fees, as specified in the client summary. 

      7. We, our or us means Perry Papast Sales Conversions ABN 24 124 421 969 and includes its officers, employees, contractors, successors and assigns.  

  10. General 

    1. Notice between the parties may be provided electronically in writing to the email contact details notified in the client summary, or as later notified in writing.   Notices sent electronically are deemed to have been received on the same day if sent prior to 4.00pm on a business day and otherwise, the next business day. 

    2. If any of these terms and conditions are determined to be invalid or unenforceable, then the invalid or unenforceable provision will be deemed replaced by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the terms and conditions will continue in effect.

    3. We may assign or transfer our interest under this agreement. 

    4. This agreement, together with the client summary, represents the entire agreement between the parties. 

    5. Other than for payments due, neither party will be liable for delay or failure to perform its obligations under this agreement if that delay or failure is due to a Force Majeure Event. 

    6. You acknowledge that the online environment is constantly changing and that we may change or amend part of the services if we believe that something we have offered is no longer effective, available or financially viable, or there is something better than originally proposed. We will advise you of any changes in the services before they take effect. 

    7. We may subcontract part or all of the services or use external suppliers. Any subcontractors or external suppliers will be bound by the terms of this agreement.  

    8. By entering into this agreement, you consent to our use of your name, business name and logo, the work we completed for you and/or any testimonial provided by you for the ongoing promotion of our business.

    9. Any time or other indulgence granted by us will not in any way amount to a waiver of any of our rights or remedies under this agreement. 

    10. By entering into this agreement, we do not enter into any form of exclusive arrangement with you for the supply of the services. We may at any time supply similar services or the same services to anyone else.   

    11. We are providing services to you as an independent contractor and nothing in this agreement should be interpreted to suggest otherwise. 

    12. This agreement is governed by the laws of New South Wales, Australia and the parties agree to be subject to the jurisdiction of the courts of New South Wales, Australia.