I agree to engage Esteem Media. I understand the Client Terms will apply to my purchase of any Services and Packages, and also on an ongoing basis for any future Services, Packages or Goods I may request from Esteem Media.
1.1 In this Agreement, the following definitions apply unless the context makes it clear thata definition is not intended to apply:
means any work performed for you in the provision of the selected Package that grossly exceeds the allocated time allocated to that Package, or that falls outside the scope of Services listed in item 6 of the Schedule;
means the terms and conditions of this agreement and includes any attached schedules;
means the entity specified in item 1 of the Schedule and any benefit or indemnity under this Agreement extends to its directors, employees, associates, agents, and/or subcontractors;
means between 8.30am and 5.00pm on a weekday other than a Saturday, Sunday or public holiday in Queensland, unless specified otherwise in this Agreement;
has the meaning specified in item 3 of the Schedule;
means all information obtained by a Party in the course of performing this Agreement;
“Intellectual Property Rights”
means all present and future rights in relation to copyright, trademarks, designs, patents, semiconductor and circuit layout rights, trade, business, domain names, confidential and other proprietary rights, and whether in Australia or otherwise;
includes, but is not limited to:
- material non-compliance with statutory requirements, including relevant occupational health and safetylaws;
- material non-compliance with anti- discrimination and harassmentlaws;
- unauthorised representation whichmay damage the reputation or business of either of the parties;
means Esteem Media and you;
means the Packages in Item 6 of the Schedule you have selected to be provided;
means information or an opinion (including information or an opinion forming part of a database) whether true or not, and whether recorded in a material form or not, about an individual whose identity is apparent, or can reasonably be ascertained, from the information or opinion;
means the services in item 5 of the Schedule you have selected to be provided;
means the period(s) of this Agreement and any extension of time of the Term as agreed in writing by the Parties;
means all work to be performed by Esteem Media under the Package/s and Service/s selected by you.
- The Commencement Date for the Works to commence being provided to you is the date specified in Item 3 of the Schedule.
- The Package/s will be provided to you by Esteem Media for the Term specified in Item 4 of the Schedule, unless this Agreement is terminated earlier in accordance with its terms.
- The Service/s will be provided to you by Esteem Media until the completion of the Works in accordance with the terms of this Agreement.
- Esteem Media may make changes to the Services and the Packages at any time provided the changes made are of commensurate value to the previous package.
- Where the changes made to Packages and Services are substantially different, you will have the option to discontinue your use of the Packages or Services by terminating your agreement in accordance with clause 12 (Termination).
- Esteem Media may introduce new Services and Packages in the future without notice to you.
- Fixed-fee Services such as a website build will not be unilaterally changed by Esteem Media without agreement from you, which you will not unreasonably withhold provided the changes
- The provisions of this Agreement will not be varied either in law or in equity except by agreement in writing between the
- SERVICES & PACKAGES
- The Service/s you have selected to be provided to you and the cost are contained in Item 5 of the Schedule.
- The Package/s you have selected to be provided to you and the cost are contained in Item 6 of the Schedule.
- The Works to be provided by Esteem Media will be done so under your direction.
- Where the Works provided by Esteem Media in relation to the Package/s you have selected exceeds the reasonable period of time allocated to performance of that Package, Esteem Media will may charge you a reasonable cost for carrying out the Additional Work.
- Esteem Media will notify you of the likely cost of this Additional Work and seek your approval before carrying out any Additional Work.
- YOUR OBLIGATIONS
- In addition to any other obligations under this Agreement, you agree to:
- provide Esteem Media with accurate, complete and up-to-date information as requested. You will be responsible for informing Esteem Media of any changes to that information;
- be responsible for providing clear instructions and information as requested in an expeditiousmanner;
- pay Esteem Media in accordance with Clause 7;
- ensure that any materials you provide to Esteem Media do not infringe on a third party’s intellectual property rights;
- not make constant changes to your instructions after a project has been completed, unless you are prepared to pay the additional fees incurred by the increased work incurred as a result of the changes; and
- act courteously to Esteem Media and not do anything which would harm the reputation of Esteem Media.
- ESTEEM MEDIA OBLIGATIONS
- In addition to any other obligations under this Agreement, Esteem Media will, unless specified otherwise in this Agreement:
- conduct the Works under the Package/s and Service/s in a professional manner using due careand skill; and
- attend to all Works at the scheduled time required to be performed or where there is no specified time, within a reasonable time; and
- communicate adequately with you as further instructions are required or opportunities arise which may be of benefit to you.
- Esteem Media will use reasonable efforts to ensure conformity to a commensurate levelof professional conduct as normally required to perform similar services.
- Esteem Media will not derogate you, your Customers, suppliers, agents and products/services, and will immediately inform you within a reasonable period of becoming aware of any derogation or potential reputation damage by party.
- Payment must be made through the Payment type you have selected in Item 7 of the Schedule.
- Prior to Commencement of the selected Service/s, you must pay to Esteem Media 50% of the cost of the Service/s. After the Completion of the Service/s you must pay the remaining 50% of the cost to Esteem Media.
- Payment for the selected Package/s is on a monthly basis, to be paid by you in advance on the first day of each month.
- Where Esteem Media provide you with a Tax Invoice, payment must be made within 7 days of receipt of the Tax Invoice.
- Esteem Media will cease working where payment of the Service/s and Package/s is not made within the above time frames.
- INTELLECTUAL PROPERTY
- All Intellectual Property rights in any materials, content and information created, produced or shared by Esteem Media in performing the Works for you under this Agreement, will remain with Esteem Media until full payment of any and all costs payable to Esteem Media is received, at which point such materials will vest in you.
- You warrant that all materials provided to Esteem Media are your own work, and/or where you have provided materials or images created by a third party, they have been legally acquired or licenced from the third party, such that you are entitled to use the material or image for a commercial purpose.
- CONFIDENTIALITY & PRIVACY
- Each Party must not, and must ensure that its officers, employees, agents and sub- contractors do not, use or disclose any Confidential Information or Personal Information without the other Party’s consent, other than for the purposesof performing this
- The obligations under this clause 9 do not apply to the extentthat:
- any information is publicly available (other than as a result of a Party’s breach of thisAgreement);
- any information is lawfully provided to a Party by a thirdparty;
- a Party is required by law to disclose the information (and prior notice of the disclosure is given to the other Party); or
- a Party is required by this Agreement to disclose the information to a third
- Each Party must keep all Confidential Information in a secure location so that no unauthorised person is able to gain access to
- Esteem Media will comply with the Privacy Act 1988 (Cth) (“Privacy Act”) in relation to Personal Information, as ifit were an organisation bound by the Privacy Act, even it is not.
- Esteem Media will not be liable for any Works or other services provided to you by a third party and any impact this other work has on the products and Services supplied by us to you. Where third party services or products cause errors or issues with the products and/or services supplied to you by us, including your website if we built it, we will use best endeavours to rectify the issue at your cost, a quote for which will be agreed between us before any additional work is commenced.
- Notwithstanding any other provision of this Agreement, the liability of each Party arising under and/or in connection with this Agreement will exclude any liability for indirect or consequential
- Youindemnify Esteem Media and its officers, employees, contractors, associates and agents (‘those Indemnified’) from and against your breach of these Client Terms as amended in the future, and from any claim, action, demand, damage, loss, liability, cost, charge, expense, outgoing, fine or payment which any of those indemnified pays, suffers, incurs or is liable for arising out of or in connection with the Works provided under the Service/s and Package/s provided to you including but not limited to issues of third party intellectual property rights breaches or other causes of action caused directly or indirectly, by your acts or omissions or those of your employees, agents, directors, trustees or contractors.
- To the maximum extent permitted by Law, the aggregate liability of Esteem Media and those indemnified in respectof any causes of action arising under or in connection with this Agreement, whether in contract, tort (including negligence), statute, equity or otherwise, is limited to an amount equal to the cumulative total paid or payable by you to Esteem Media for the Works performed under the Agreement.
- Any notices from you to Esteem Media must be provided to the physical address or email address in Item 1 of the Schedule.
- You are responsible for providing Esteem Media with your current address as noted in Item 2, which you must amend by advising us from time to time. Any notices to you will be sent to the contact details in Item 2, and you are wholly responsible for the consequence of not receiving notices in the event you do not keep your details updated.
- Esteem Media may terminate thisAgreement without notice to you effective immediately if you are in breach of any of your payment obligations.
- Esteem Media may terminate this Agreement for any reason by providing you with 5 days written notice of the termination.
- You may terminate the Works being provided under the Service/s and Package/s selected by providing 30 days prior notice to Esteem Media of the termination. This notice must be sent in accordance with Clause 11.
- Upon termination of this Agreement, you will be liable to pay for all Works performed by Esteem Media or an associate or contractor of Esteem Media, in accordance with this Agreement up to the effective date of termination and any Additional Work that has been completed.
- In the event that you have chosen a fixed-fee package such as a website build, you will be responsible for payment for the entire fixed fee, whether or not you elect to have the Works completed.
- ENTIRE AGREEMENT
- This Agreement constitutes the entire agreement between you and Esteem Media and supersedes all prior representations, agreements, statements andunderstandings, whether verbal or in writing, in relation to its subject
- If any part of this Agreement is void or voidable, then that part is severed from the Agreement but without affecting the continued operation of the remainder of the Agreement.
- AUSTRALIAN CONSUMER LAW
- Esteem Media do not provide any warranties, other than those required under the Australian Consumer Law.
- You are not entitled to a refund of the Works under the Service/s and Package/s selected for change of mind.
- Clauses 5 to 11, and 13 to 17 will remain in full force and effect following the expiry or termination of this Agreement.
- APPLICABLE LAW
- The laws of the State of New South Wales govern this Agreement and the Parties submit to the non-exclusive jurisdiction of the courts of New South Wales.