Terms and Conditions for Services Provided by
BeVisible Marketing Agency
Effective Date: 9th September 2024
1. Services
a) BeVisible Marketing Agency (“BeVisible”) agrees to provide the Services outlined in the Quotation on a non-exclusive basis. The Services do not include any items or deliverables not specifically described in the Quotation or otherwise agreed upon in writing by both parties.
b) The Client may request changes to the Services with at least 30 days’ written notice. Until such notice is received and the 30-day period has elapsed, fees will continue as agreed.
2. Prices and Quotations
a) Quotations are valid for 30 days unless otherwise agreed by BeVisible. Acceptance of the Quotation must be in writing and signed by the Client to be binding. BeVisible reserves the right to withdraw or amend any Quotation prior to acceptance.
b) Estimated completion dates and fees provided in the Quotation are based on current estimates and are not binding. Fees may be adjusted as per these Terms and Conditions.
c) All fees in the Quotation are inclusive of GST.
d) Google Ad Spend Credit terms and conditions are available here: Click Here
3. Fees
a) The Client must pay the fees for the Services as outlined in the Quotation.
b) Fees will be invoiced monthly in advance for the following month’s Services. Payment can be made via Direct Debit from a nominated bank account or debit/credit card.
c) Invoices must be paid within 7 days of receipt.
d) If invoices are not paid within 7 days, BeVisible reserves the right to charge interest on overdue amounts. For invoices outstanding over 30 days, a flat rate of 10% of the outstanding amount will be added monthly until paid.
e) The Client authorizes BeVisible to charge the Client’s debit or credit card for recovery of invoiced fees.
f) If payment is not received within 7 days, BeVisible may suspend Services, take legal action for recovery, and/or require cash on delivery for further Services. BeVisible is not liable for any loss or damage resulting from such actions.
g) Fees are not allocated to specific campaigns or services and are charged at an overall management level. Unused campaigns in a monthly package will not affect the full management fee.
h) Management fees are charged monthly until written termination with 30 days’ notice is received by BeVisible. Fees will continue regardless of ad activity until proper notice is given.
i) The Client must provide a valid credit card directly to the advertising platform for ad spend. Failure to do so may result in paused ad campaigns, and BeVisible is not liable for related losses or damages.
4. Commencement
a) Subject to payment, BeVisible will use best efforts to commence and complete Services within the time set out in the Quotation, subject to unforeseen circumstances.
b) If no time is specified, Services will be performed within a commercially reasonable timeframe. BeVisible will notify the Client of any anticipated delays.
c) The Client acknowledges no entitlement to damages for delays beyond the specified dates.
d) Delays due to Client’s failure to provide required information or business delays will result in the monthly management fee being charged as agreed.
5. Provision of Services
a) Services will be provided at BeVisible’s discretion, within the agreed budget and timeframe, in a professional manner, using best practices, and in compliance with relevant policies and standards.
b) Preconditions for Services include having an existing website, providing current contact details, and meeting advertising platform guidelines. BeVisible may edit or suspend listings that do not meet these guidelines.
c) The Client warrants that any third-party content used on the website has all necessary approvals and consents.
d) The Client may suspend Services for up to 90 days with written notice. The monthly management fee will continue during suspension.
6. Reliance on Services
The Client acknowledges:
a) No guarantee of specific outcomes from the Services.
b) The final outcome may differ from Client Provided Materials.
c) Reliance on Services and advice is at the Client’s own risk.
d) The Client is responsible for business decisions and must assess risks and benefits independently.
7. Exclusion of Liability
a) Delays in starting or completing Services.
b) Reliance on outcomes from Services.
c) Loss of business or decreased performance from Services, except due to BeVisible’s negligence.
d) Incorrect or incomplete Client Provided Materials.
e) Inability to access Client Provided Materials.
f) Force Majeure Events.
g) Any other issues related to the Services, even if due to BeVisible’s negligence.
Limitation of Liability
BeVisible makes no additional warranties or guarantees beyond these Terms.
9. Client Provided Materials
a) BeVisible will rely on Client Provided Materials and will not independently verify their accuracy. Incorrect information may affect Service accuracy.
b) The Client warrants ownership or valid licensing of all Intellectual Property in the Client Provided Materials and that its use will not infringe third-party rights.
10. Additional Work and Specification Changes
Any revisions or additions to the Services must be agreed in writing by both parties.
11. Subcontracting
a) BeVisible may subcontract any part of the Services without the Client’s consent.
b) BeVisible is not liable for the acts, defaults, or negligence of subcontractors.
12. Employee Solicitation
The Client must not solicit BeVisible’s employees for six months after receiving the final invoice without written agreement.
13. Independent Contractor
BeVisible operates as an independent contractor, and this engagement does not create any fiduciary, agency, trust, or employment relationship.
14. Intellectual Property
a) Intellectual Property owned or licensed by BeVisible remains with BeVisible or its licensors.
b) The Client grants BeVisible a royalty-free, non-exclusive license to use Intellectual Property in Client Provided Materials for the Services.
15. Term and Termination
a) These Terms commence upon Quotation acceptance. Either party may terminate with 30 days’ written notice. The Client remains liable for costs up to termination.
b) BeVisible may terminate immediately if the Client breaches the agreement.
c) Management fees will continue monthly until a written termination notice with 30 days’ notice is received.
16. Indemnity
The Client will indemnify BeVisible against all claims, damages, costs, losses, and expenses resulting from the Client’s actions, omissions, or breaches.
17. Publicity and Marketing
Both parties may make public announcements or marketing materials with mutual consent. Each party has the right to review and approve references.
18. Insurance
BeVisible will obtain insurance deemed necessary for providing the Services.
19. Confidentiality
a) Both parties agree to keep Confidential Information confidential and not disclose it without consent, except to parties bound by similar confidentiality terms.
b) The Client will not disclose or summarize software or processes used by BeVisible without prior written consent.
20. Governing Law
These Terms are governed by the laws of New South Wales, and the parties submit to the exclusive jurisdiction of New South Wales courts.
21. Entire Agreement
These Terms constitute the entire agreement between the parties.
22. Variation
BeVisible may vary these Terms and relevant policies by providing written notice to the Client.
23. Trustee
If the Client is a trustee, they are bound personally and in their capacity as trustee.
24. Assignment
BeVisible may assign its rights under the agreement without notice or consent.
25. Inconsistency with Quotation
In case of inconsistency, the terms of the Quotation will prevail.
26. Definitions
Definitions for terms used in these Terms are as follows:
- Confidential Information: Information that is confidential and proprietary to the disclosing party.
- Client Provided Materials: Materials provided by the Client to BeVisible for use in providing Services.
- Force Majeure Event: Events beyond the control of the parties that prevent performance of obligations.