CLIENT ENGAGEMENT AGREEMENT

Thank you for engaging C Angel Marketing! We’re excited to partner with you to help you transform your business with quality marketing.
We know that great communication is key to a successful working relationship and shared outcomes, so we’ve prepared these terms of business to help guide you through the process of working with us.

If you accept our Proposal, you’ll be taken to have accepted these terms, so if you have any questions at all, please don’t hesitate to discuss with us by phone, email or in person as soon as possible.

1. Parties

The parties to this agreement are The Ives Family Trust trading as C Angel Marketing (ABN 62 457 412 482). (“C Angel Marketing”, “we”, “us”) and (“Client”, “you”).

2. Term

The term of this agreement will commence on acceptance. That is, the date on which you first accept our terms for our first project together. The agreement will continue unless or until the services are fully provided and paid for in full (for a project engagement) or the expiry of the term set out in the Proposal (for a fixed term engagement) unless or until terminated in accordance with this agreement or general law. Your acceptance of any future Proposal will be the commencement of an additional term of this agreement on the terms set out in this agreement and the relevant Proposal.

If our terms have changed since the last engagement, we will issue the updated terms with the Proposal and acceptance of the Proposal will be deemed acceptance of those terms.

3. Services

We provide marketing and web design services, which may include:

a) Strategy (workshops, marketing strategy and plans, marketing audits, branding, digital, advertising, campaign strategy and plans)

b) Communication (newsletter, website content, press releases, blog content, print material, case studies, applications and proposals)

c) Design (websites, EDM templates, email signatures, flyers, brochures, downloadable content, printed content, presentations)

d) Digital Marketing (automation, email marketing, social media, social media advertising, lead generation, google search, google advertising, digital advertising including PPC, new technology, website design, eCommerce)

e) Consulting (marketing strategy, campaigns, communication)

f) Reporting and Insights (website tracking, analytics and reporting, unbiased review of activity, dashboards and reports, ROI analysis)

The specific services we will provide to you under each engagement will be set out in the relevant Proposal. The scope of our engagement will be limited to the documented services and tasks set out in the Proposal, unless otherwise agreed in accordance with these terms.

If we have discussed a service previously but you don’t see it included in the attached Proposal or in this agreement, please raise this with us, as the scope of our engagement will be limited to the documented services and tasks outlined in the attached Proposal.

4. Fees

We calculate our fees based on the scope of work discussed and agreed with you.

We may charge for our services as follows:

A) fixed monthly fees for retainer projects (such as social media management); and/or

b) fixed fees for project work

The fees we will charge for the current engagement are set out in our Proposal.

All fees and charges are exclusive of GST, unless otherwise set out in our Proposal. If GST is payable, this will be in addition to our fees and will be set out in our invoice.

5. Expenses

We have set out in our Proposal the expenses we anticipate will be incurred in the current project. The costs for these expenses are included in our fixed fee.

We may incur additional expenses in providing the services, which you will need to pay us in addition to our fixed fees. These may include (but are not limited to):

a) Advertising fees;

b) Stock imagery or artwork purchase costs;

c) Intellectual property licence fees;

d) Videography fees;

e)Professional photography fees;

f) Graphic design fees;

g) Website design and hosting fees;

h) Printing costs.

You authorise us to incur reasonable additional expenses in providing the services and to reimburse us for those expenses.

For expenses greater than $100, we will endeavour to seek your permission prior to incurring the expenses, however please note that this may not always be possible (such as in the event of an urgent request or need to obtain an item quickly due to scarcity).

You will be liable to reimburse us all expenses incurred, regardless of whether or not permission was sought and granted prior.

6. Payment

We may, in our absolute discretion, request a deposit payment before commencing work. If we require a deposit, we will set out the amount and due date in our Proposal and issue an invoice on acceptance. We will not be obliged to commence work on the engagement unless or until you pay the deposit amount as instructed.

Unless otherwise set out in our Proposal, we will invoice you for our fees and expenses as follows:

a) For recurring monthly engagements (such as campaign management), we will invoice you monthly in advance at the start of each month; and

b) For projects, we will invoice you on project initiation.

Our invoices are due 14 days from the date of issue, unless otherwise set out in our invoice.

Payment of invoices must be made by electronic funds transfer or by direct bank deposit into our nominated account, the details of which will be set out in our invoice. We may accept payment by credit card via Xero, in which case merchant fees will be payable in addition to our fees (to be advised at the time of payment).

Please include our invoice number in payment details when transferring funds. We will never advise you of changes to our bank account details via email.

You acknowledge and agree that your payment in full in cleared funds is a condition of this agreement. So, if you make a payment to an incorrect account (for example, due to fraud), you will still be liable to pay us, even if you are unable to recover the moneys paid to the incorrect account.

If any amounts are not paid in accordance with these terms, we may, in our absolute discretion:

a) Suspend or terminate delivery of our services;

b) Charge interest at the rate of 10% per annum from the date that the invoice becomes overdue until paid in full;

c) Refer the matter to a debt collection agency or solicitor and you will be liable to pay any costs we incur or become liable to pay for the collection of such unpaid amounts, including but not limited to debt collection fees, charges and commissions and legal fees and costs on a full indemnity basis.

7. Service Delivery

Please note that if we provide a timetable in our Proposal, this is indicative only. However, we will endeavour to deliver our services to you in accordance with any such timetable. To assist us in this task, we request that you provide us with all requested information, documents, instructions and access details in a timely manner (within 24 hours, unless otherwise agreed). Please note that project duration may increase due to circumstances outside of our control and we will not be liable for any such delay.

We will keep you updated throughout the course of our engagement on the progress of the project. Should you have any queries or concerns in relation to our progress, please don’t hesitate to contact us.

8. Access and Control

We may require access to and control of certain platforms and accounts to provide the services. You agree to give us access to and control of such platforms and accounts on request as necessary to allow us to provide the services.

We will not be liable for any delay in delivery of the services or other loss or damage caused by your failure to provide adequate access or control in accordance with this clause.

You also acknowledge and agree that third-party platforms used to provide the services (such as social media platforms) are not controlled or influenced by us and, accordingly, we cannot guarantee their continued availability. Should a critical platform become unavailable for any reason, we will contact you to discuss a mutually acceptable alternative, or otherwise terminate this agreement in accordance with the Termination clause.

9. Changes to Scope

The services we will provide are limited in scope, as set out in our Proposal. If you instruct us to provide services or incur expenses outside the scope of the original engagement, we will notify you in writing and provide a Proposal for the additional work or agree with you an hourly rate for completion of the additional work.

If you do not accept the Proposal, we will not be obliged to perform the work and may terminate this agreement. Alternatively, we may terminate this agreement and issue a new Proposal.

10. Changes to Terms

We may elect to change our terms on notice to you. If we decide to change our terms, we will email a copy of the updated terms to you at least 20 Business Days prior to the changes becoming effective. If you continue to instruct us to provide the services after the expiry of that period, we will take it that you accept the updated terms.

If you have an issue with the updated terms, please contact us within the 20 Business Days to discuss a mutually acceptable resolution. Intractable issues with the updated terms will be dealt with in accordance with the dispute resolution procedures set out in this agreement.

11. Confidentiality

We may, during the course of the engagement, disclose Confidential Information to you. We may also require you to provide us with Confidential Information for the purposes of providing the services.

The parties agree that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which they have obtained, except as authorised by the other party or as required by law.

12. Anticipated Results Indicative Only

We do not warrant or guarantee specific commercial outcomes. Any indications given are examples and are based on experience. These must not be relied on to predict future results. You agree that you have not relied on any warranty, guarantee or representation given by us in entering into this agreement. Failure to achieve results or intermittent access issues will not give rise to a right to terminate this agreement on their own.

13. Limitation of Liability

Nothing in this agreement is intended to exclude any right or guarantee to which you are entitled under the Australian Consumer Law.

Where our services fall within the scope of the Australian Consumer Law, we limit our liability to you to the fullest extent permissible under section 64A of the Australian Consumer Law. That is, to providing the services again or the cost of providing the services again, at our option. We specifically exclude liability for negligence. To the maximum extent permissible by law, we exclude liability for consequential loss or damage, including loss of business profits.

Where our services fall outside the scope of the Australian Consumer Law, we exclude all liability to you (including for consequential loss or damage, including loss of business profits) and you hereby waive, release and discharge, on a continuing basis, all claims you have or may have against us relating to the provision of the services, however arising. We specifically exclude liability for negligence.

14. Approval and Indemnity

We draw your attention to the possibility of loss or damage occurring because of typographic, grammatical or formatting errors. For this reason, while we make every reasonable effort to ensure the accuracy of material produced, we require you to provide written approval prior to finalisation and/or publication of all work we produce.

You are responsible to review and approve all materials, including copy, photographs, trademarks or other content and inclusions. You agree to indemnify us and hold us harmless against any loss or damage arising out of inaccurate materials published after your approval, whether you have actually reviewed the materials or not. We will not be liable to perform any additional work to correct or change materials after you’ve signed off on those materials.

If you instruct us to publish materials on your behalf without your approval, you hereby provide us with an ongoing indemnity in respect of any loss or damage arising out of the publication of such materials, including (but not limited to) any loss or damage associated with typographic, grammatical or formatting errors, intellectual property rights or defamatory materials.

15. Termination

The Client can terminate this agreement in writing at any time on two calendar months’ notice in writing.

C Angel Marketing can terminate this agreement in writing at any time on 14 days’ notice in writing.

The parties acknowledge and agree that the termination of this agreement by either party other than in accordance with the express terms of this clause will be deemed a breach of this agreement.

If termination is disputed, it will be dealt with under the dispute resolution provisions of this agreement.

16. Consequences of Termination

If this agreement is terminated, all rights and obligations accrued up to the date of the agreement are not affected.

If you terminate this agreement, you must pay our fees and expenses incurred up to the time of termination, plus any termination or cancellation fees charged by suppliers in relation to the engagement.

We do not provide refunds other than in accordance with our obligations under the Australian Consumer Law or other relevant legislation.

This clause, as well as any other clause which by its nature is intended to survive termination, will survive termination.

17. Electronic Communication

We communicate electronically with clients and other parties using email and data storage devices. If we communicate electronically with or for you, you acknowledge and agree as follows:

a) there are some delivery risks in using email and you accept the risk of interception of the email by third parties or of non-receipt or delayed receipt of the message; and

b)computer viruses and similar damaging items can be transmitted through emails and by introducing data storage devices into your system.

We use virus-scanning software to reduce these risks and ask that you do the same. However, it is not possible to eliminate the risk of introducing viruses altogether.

If we communicate electronically with or for you, you release us from all claims, losses, expenses and liabilities caused by any of the risks referred to above and arising directly or indirectly out of that communication.

18. Intellectual Property

During the engagement, we may provide you with materials which are subject to Intellectual Property Rights. You agree that we retain all right, title and interest in and to those Intellectual Property Rights unless and until our fees and expenses are paid in full, at which time we will licence such right, title and interest to you for the intended and agreed use. We also retain all Moral Rights in all works created under this agreement, including the right to be attributed as the creator of the works. Please note that should you wish to use any works for another purpose (such as on social media), such licence will not extend to that use unless specifically agreed prior. Please note that extended licences may incur additional fees.

This clause extends to protect all intellectual property rights in all materials we share with you, including in our Proposal or other materials. You are expressly forbidden from sharing these materials with any other person, such as another marketing agency.

We retain the right to watermark or otherwise digitally lock or protect our work (including images, content or other works) produced under this agreement unless or until we receive payment in full.

You grant us permission to use and reproduce your entity name, business or trading name, logo, photograph or likeness, including any trade marks, as well as evidence of services delivered and results achieved, for the sole purpose of promoting our business.

19. Client’s Warranty and Indemnity

You warrant to us at all times during this agreement that you have the full right and title (including all Intellectual Property Rights) to all social media and other accounts you instruct us in relation to (Accounts) and all elements of text, graphics, photos, videos, designs, trademarks, or other artwork or text you provide to us for the purpose of this agreement (Elements), or that you have received written permission from the rightful owner(s) to use each of the Elements for the purpose it is to be used by you, or by us on your behalf.

If you provide with us materials prepared by or on behalf of a third party and request that we take some action in respect to those materials, you warrant that you are authorised by the owner of the Intellectual Property Rights of those materials to instruct us to do so. We are not responsible for checking or obtaining intellectual property rights or clearances of any kind in Elements you provide to us.

We reserve the right to refuse to deliver services in relation to an Account or to use, share, copy or otherwise distribute any Elements where we aren’t reasonably satisfied that you have the full right and title to the Account or Elements, or appropriate permission of the rightful owner(s) to use the Elements for the specified purpose. We will not be liable for any loss or damage arising out of such refusal.

You indemnify us on a continuing basis for all loss and damage associated with any false warranty given by you and/or any breach of the warranties set out in this clause and/or any breach of any other person’s Intellectual Property Rights or other rights arising out of the Accounts or Elements.

20. Dispute Resolution

If a dispute arises between the parties, the party claiming the dispute must not commence any court or arbitration proceedings (except where they seek urgent interlocutory relief), unless they have first complied with this clause:

a) The party must inform the other party in writing of the following:

i. the nature of the dispute;

ii. the outcome they desire to resolve the dispute, and

iii. the action they believe will settle the dispute.

b) On receipt of the notice by the other party, both parties will make every effort to resolve the dispute by mutual negotiation within 20 Business Days.

c) If the parties are unable to resolve the dispute in that time, the parties must agree on selection of a mediator (if the parties are unable to agree, they agree to request that the President of the Law Society of Queensland appoint a mediator) and will be equally liable for the fees and reasonable expenses of the mediator and the cost of the venue of the mediation (to be paid in advance). The parties must each pay their own costs associated with the mediation, which must be held in Brisbane, Queensland, Australia.

All communications made by the parties arising out of this dispute resolution clause are confidential and to the maximum extent possible, must be treated as "without prejudice" negotiations for the purpose of applicable laws of evidence.

This clause survives termination of this agreement.

21. General

a) Time of the Essence

Time is of the essence in this agreement. No extension or variation of this agreement will operate as a waiver of this provision.

b) Amendment

Unless otherwise set out in this agreement, any amendment or variation to this agreement (such as a change to the services to be provided) is not effective unless it is in writing and signed by both parties, unless otherwise set out in this agreement.

c) Assignment

We won’t voluntarily assign or otherwise transfer our obligations under this agreement without your prior consent, however, we may sub-contract one or more aspects of the services, provided always that we will remain the head contractor and will be responsible for the delivery of services in accordance with this agreement.

d) Entire Agreement

This agreement is the entire agreement and understanding between the parties on everything connected with the subject matter of this agreement, and supersedes any prior understanding, arrangement, representation or agreements between the parties as to the subject matter contained in this agreement.

e) Severance

If anything in this agreement is unenforceable, illegal or void, it is severed and the rest of the agreement remains in force.

f) Waiver

Any waiver by any party to a breach of this agreement will not be deemed to be a waiver of a subsequent breach of the same or of a different kind.

g) Events Beyond Control

Neither party will be liable to the other party for any loss caused by any failure to observe the terms and conditions of this agreement, where such failure is occasioned by causes beyond its reasonable control including, but not limited to, by fire, flood, riot, strike, war, restrictions and prohibitions or any other actions by any government or semi government authorities, or major injury or illness of key personnel.

h) Governing Law

The law of Queensland governs this agreement and the parties submit to the non-exclusive jurisdiction of the courts of Queensland.

i) Notices

A notice or other communication to a party must be in writing and delivered to that party in one of the following ways:

i. delivered personally;

ii. posted to their address, when it will be treated as having been received on the second business day after posting; or

iii. sent by email to their email address, when it will be treated as received when it enters the recipient’s information system.

22. Definitions

*Australian Consumer Law* means Schedule 2 of the Competition and Consumer Act 2010 (Cth).

*Business Day* means a day on which banks are open for business in Brisbane, other than a Saturday, Sunday or public holiday.

*Confidential information* refers to any data or information relating to you or us, whether business or personal, written or oral and regardless of how or when it was provided to the other party, which would reasonably be considered to be private or proprietary to you or us and that is not generally known and where the release of that Confidential Information could reasonably be expected to cause harm to you or us, and includes the terms of this agreement (except to the extent that disclosure of the terms is necessary for the purpose of legal or financial advice) and all marketing strategies, concepts or associated information we share with you, including in our Proposal, other materials or meetings.

*Insolvency Event* includes any event which indicates that the party in question is unable to pay their debts as they fall due.

*Intellectual Property Rights* means all intellectual property rights of any kind, in any jurisdiction, subsisting now or in the future (including, without limitation, business, company or trade names, domain names, patents, inventions, copyright, design rights, know-how, trade marks, the right to sue for passing off and rights to use, and protect the confidentiality of, confidential information), whether registered or unregistered, and including the rights to apply for or renew the registration of any such rights and any rights the subject of any lapsed application or registration, as well as all digital and electronic rights.

*Moral Rights* means the personal rights of a creator to have his or her work attributed to them and to insist that its integrity be retained.

*Proposal* means our scope of works, quote, marketing recommendations or other document in which we set out the scope of services we’re proposing to provide to you, our fees and expenses and other relevant terms of the engagement.

23. Interpretation

In the interpretation of this agreement:

a) References to legislation or provisions of legislation include changes or re-enactments of the legislation and statutory instruments and regulations issued under the legislation;

b) Words denoting the singular include the plural and vice versa, words denoting individuals or persons include bodies corporate and vice versa, references to documents or agreements also mean those documents or agreements as changed, novated or replaced, and words denoting one gender include all genders;

c) Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this agreement;

d) Grammatical forms of defined words or phrases have corresponding meanings;

e) Parties must perform their obligations on the dates and times fixed by reference to Brisbane, Queensland, Australia;

f) Reference to an amount of money is a reference to the amount in the lawful currency of the Commonwealth of Australia;

g) If the day on or by which anything is to be done is a Saturday, a Sunday or a public holiday in the place in which it is to be done, then it must be done on the next Business Day;

h) References to a party are intended to bind their executors, administrators and permitted transferees; and

i) Obligations under this agreement affecting more than one party bind them jointly and each of them severally.

Acceptance

You can accept these terms by:

a) returning a signed copy of this agreement; and/or

b) informing us in writing or verbally that you accept the terms; and/or

c) instructing us to provide the services after you have received a copy of these terms.

By accepting these terms, you’re forming a binding agreement with us, effective as of the date of acceptance.