C. Terms and Conditions Client Agreement
When paying your deposit and any ongoing monthly payments you acknowledge that you have read and agreed to these terms and conditions.
These terms and conditions apply and bind the FIRST PARTY and the SECOND PARTY for a period as stated in the FIRST PARTY’s proposal, which is effective from the date of the signing of the LETTER by the PARTIES.
Period as stated on Point 1 above, shall automatically be extended/or renewed by monthly or yearly until either PARTY gives notice in writing to the other PARTY notifying its intention not to continue the cooperation, subject to the following conditions:
The PARTIES agree that in the event that a PARTY to this cooperation does not submit to the other party regarding the expiration of this cooperation arrangement within 90 (ninety) days before the expiry date of this cooperation, then this terms and conditions shall be automatically continued up to the date where either PARTY put in writing its intention for this cooperation to expire;
The extension of the period of this cooperation arrangement shall be subject to the same terms and conditions as stipulated in this attachment, unless otherwise determined/or amended by the PARTIES in writing and signed by the authorized persons of the PARTIES.
In the event the notification of the termination of the cooperation is delivered by one of the PARTIES within the period as mentioned above. The PARTIES are obliged to immediately settle all their obligations according to this terms and conditions within 90 (ninety) calendar days from the date of the notice of termination of cooperation from one of the PARTIES.
C.3 Ownership Rights
The SECOND PARTY understands and agrees that unless specified otherwise in the proposal, the FIRST PARTY owns full rights to deliverables of the FIRST PARTY and and accordingly the FIRST PARTY may modify, exhibit, promote, use and sell the deliverables to any other PARTY.
The SECOND PARTY understands and agrees that after the SECOND PARTY pays all payment obligations in full as agreed with the FIRST PARTY, the FIRST PARTY assigns/or transfer to the SECOND PARTY the ownership rights of deliverables of the FIRST PARTY, however, the FIRST PARTY will be given the rights by the SECOND PARTY at all time to publish the works as their portfolio on all its marketing platforms without pay any compensation to the SECOND PARTY.
The SECOND PARTY understands and agrees that after the SECOND PARTY pays all payment obligations in full and handover has been conducted, the SECOND PARTY may make any changes/or modifications to the deliverables, without additional charges to the FIRST PARTY unless if the SECOND PARTY requests the FIRST PARTY to make the changes/or modifications, the PARTIES will negotiate a separate additional charges for the FIRST PARTY’s time to make such changes/or modifications.After handover conducted, the SECOND PARTY shall be solely liable to any matters arising from/or in connection with the deliverables of the FIRST PARTY and the SECOND PARTY shall indemnify the FIRST PARTY at all times from any liabilities arising from such matters commenced by any PARTY, including without limitation to any claims or legal actions with respect to the Intellectual Property Rights of the works.
C.4 Representation and Warranty
The PARTIES hereby represent and warrant to each other that:
The PARTY who execute this terms and conditions and/or other supporting documents is the party who is entitled to and authorizes to execute it in accordance with the respective Articles of Association of the FIRST PARTY and the SECOND PARTY.
The PARTIES shall respect and comply with laws and regulations applicable in the Republic of Indonesia and Australia, such as but not limited to, pay any taxation fees imposed under it and/or to have the relevant licenses which are required for the running of their respective businesses.
The FIRST PARTY and the SECOND PARTY will maintain strict confidentiality of all data and information received and shall not disclose/or divulge any confidentiality data and information to other PARTIES directly/or otherwise, pursuant to this terms and conditions except such disclosure are required to be made pursuant the law or if the information is in public domain.
In the event where the SECOND PARTY employs a staff member, permanent or temporary, who was in the employment of the FIRST PARTY prior to the date of the SECOND PARTY’s offer of employment to the staff member, and/or where the staff member in question has provided services to the SECOND PARTY prior to the date of the said offer of employment, then the SECOND PARTY shall pay an amount of compensation to the FIRST PARTY. Such compensation shall be equal to 20 (twenty) times the last gross monthly salary that was paid to the staff member before the staff member left the employment of the FIRST PARTY.
The FIRST PARTY and the SECOND PARTY during the term of the cooperation mutually agree to keep the integrity of its legal entity continuously.
Any correspondence shall be addressed to the address of the PARTIES as stated in the LETTER and sent the same through:
Courier, it shall be deemed that it received on the date as registered in its evidence of receipt.
Registered mail, it shall be deemed to be received 7 (seven) calendar days after the date of dispatching of such registered mail.
E-mail, which is deemed to have been received 1 (one) calendar day after the date of dispatching of such e-mail.
Any change of correspondence address shall be notified in writing in advance to the other PARTY at the latest within 7 (seven) calendar days before the change of address is effective and such notification shall state the new complete address.
C.6 Force Majeure
Force Majeure Event shall mean any event/or circumstance/or combination of events or circumstances beyond the reasonable control of a PARTY occurring on or after the signing date of the LETTER that materially and adversely affects the performance by a PARTY of its obligations under or pursuant to this terms and conditions; provided, however, that such material and adverse effect could not have been prevented, overcome or remedied by a PARTY through the exercise of diligence and reasonable care, example volcano eruption, flood, hurricane, tsunami, terrorism, war, demonstration, disease outbreaks, government regulations/or any other emergency making it illegal/or impossible to be performed.
Immediately after the occurrence of any event affecting the implementation of the cooperation, the affected PARTY must notify in written the other PARTY no later than 3 (three) days after the occurrence.
The affected PARTY shall not be liable for any failure/or delay in performing its obligations under/or pursuant to this terms and conditions to the extent that such failure/or delay in performance has been caused/or contributed to by one/or more Force Majeure Event(s)/or its/or their effects/or by any combination thereof.
The affected PARTY shall resume performance of the cooperation as soon as practicable after any Force Majeure Event has ceased.
C.7 Event of Default
Each of the following events are Event of Default under this terms and conditions:
If a petition of liquidation/or bankruptcy is filed against the FIRST PARTY/or the SECOND PARTY.
The FIRST PARTY/or the SECOND PARTY file a petition to be declared bankrupt or suspension of payment either for temporary or permanent in nature.
Legal status of the FIRST PARTY/or the SECOND PARTY as legal entity expired including being merged.
The FIRST PARTY/or the SECOND PARTY involves in a legal case, either private law case or criminal law case which may cause material impact to the business of the FIRST PARTY/or the SECOND PARTY.
The FIRST PARTY/or the SECOND PARTY does an action which may cause the material loss to the FIRST PARTY/or the SECOND PARTY.
The FIRST PARTY/or the SECOND PARTY did not perform one/or more of its obligations as determined in this COOPERATION.
Upon occurrence of an Event of Default as stipulated in Point 1 above, then the PARTY who has not committed/or caused the occurrence of the Event of Default may, in its discretion at any time, terminate the cooperation without prior notice/or consent from the other PARTY to the cooperation and without diminishing its right to file a legal suit against the other PARTY.
The PARTIES may terminate/or cancel the cooperation at any time provided that the PARTY who intend to terminate/or cancel the cooperation shall give prior notify of its intention in writing to the other PARTY within 45 (forty five) calendar days before the date where such intention is intended to be effective.
If the FIRST PARTY elect to terminate/or cancel the cooperation due to Event of Default conducted by the SECOND PARTY, upon receipt of such notice of termination/or cancellation, the FIRST PARTY will endeavor to bring the work to a suitable conclusion and render the FIRST PARTY’s accounts for any fees including the commissions due to that termination/or cancellation date.
If the SECOND PARTY elect to terminate/or cancel the cooperation with the FIRST PARTY, SECOND PARTY shall provide the reason to FIRST PARTY regarding the termination of cooperation to email@example.com within 45 (forty five) calendar days before the date where such intention is intended to be effective.
All obligations that exist before the termination/or cancellation of the cooperation becomes effective, shall survive and remain valid until all such obligations are settled. Each PARTY shall settle its obligation within 45 (forty-five) working days as of the date of the notification from the other PARTY.
Cooperation will not be terminated due to the death/or change of composition of the Shareholders and/or Members of the Board of Directors and/or Board of Commissioners of one of the PARTIES but it remains in force and automatically binds individuals/or Shareholders and/or Members of the Board of Directors and/or Board of Commissioners new parties that continue and/or replace one of the PARTIES.
C.9 Law and Dispute Settlement
Cooperation shall be governed by and construed in accordance with the laws of Australia.
If dispute arising from or in relation to the cooperation, the PARTIES agree to settle amicably within 30 (thirty) calendar days.
If within period as stated on Point 2, the dispute cannot be settled through mutual deliberation, the PARTIES mutually agree to choose their permanent legal domicile in District Court of Melbourne.
All costs incurred in resolving disputes through the Court shall be borne and paid by the PARTY who first submitted the application, unless otherwise stipulated based on a Court Decision that has permanent legal force.
This COOPERATION replaces all previously agreement both verbally and/or in writing among the PARTIES with respect to the same matters as those set forth in this COOPERATION.
This terms and conditions made in Indonesian and English, but the English language shall be the controlling version of this terms and conditions, therefore in the event of discrepancies/or inconsistencies interpretation between Indonesian and English language, then English language shall always prevail.
Any matter which has not been covered sufficiently under this terms and conditions and/or any change on the provisions of this terms and conditions will be made in a separate attachment (addendum) which will be signed by the PARTIES but it shall be deemed as part of/or inseparable with this attachment.
If any terms and conditions in this attachment is prohibited/or invalid under applicable law, that prohibition/or invalidity shall not extend to prohibit/or invalidate the remaining terms and conditions.
Any tolerance provided by the FIRST PARTY to the SECOND PARTY in connection with the implementation of the terms and conditions set forth in this attachment cannot be interpreted that the SECOND PARTY becomes no longer obliged to continue to fulfill its implementation of terms and conditions set forth in this attachment/or do not mean that the FIRST PARTY has waived all the rights it has to give warnings/or fines/or penalties/or sanctions and/or submit a claim for compensation both civil and/or criminal to the SECOND PARTY to fulfill the implementation of the terms and conditions.
1. STANDARD TERMS AND CONDITIONS
These are the standard terms and conditions for all services (Social Media Marketing; Social Media Organic Posting; Website Design, Development & Maintenance; Creative Services; Reporting) and apply to all contracts and all work undertaken by Geonet for its clients.
By paying your first monthly installment or project deposit, you hereby agree to all the terms and conditions listed below.
Geonet will deliver on agreed campaign and creative work no less than within 4-6 weeks. This is provided the client has sent all copies of required artwork, approved design, sent database extraction and responded to all required information as needed by Geonet. This may vary depending on the size of the project.
2. OUR FEES AND DEPOSITS
- No works will commence without 50% deposit payment
- All codes to site will be withheld until final payment
- Final payment is due on completion of project
- Recurring payments will be charged monthly, in advance, commencing on the completion of your site build
- Hosting and Emails accounts are billed annually in advance and are recuring annual payments until customer cancels. Cancellation must be 30 days prior to anniversary date
- Hourly rate for works after projection completion or out of original scope are $85 per hour
- Refused or any failed payments will incur an additional fee of $25 administration levy.
- In the event of non payment:
– Your debt will be handed to a local debt collection company of which you will be responsible for our costs to collect the same.
– Pursue debt collection by any and all legal means, including court orders and injunctions and the seizure of goods to the equivalent value of money owed.
- In the event of non-payment of web hosting fees, management or marketing fees, Geonet reserves the right to switch off clients’ website(s). The website(s) will be restored after payment of outstanding hosting fees, plus an additional fee of $150 for restoration.
3. SUPPLY OF MATERIALS
You must supply all materials and information required by us to complete the work in accordance with any agreed specification. Such materials may include, but are not limited to, photographs, written copy, logos and other printed material. Where there is any delay in supplying these materials to us, which leads to a delay in the completion of work, we have the right to extend any previously agreed deadlines by a reasonable amount.
Where you fail to supply materials, and that prevents the progress of the work, we have the right to invoice you for any part or parts of the work already completed.
You are responsible for ensuring that you hold the relevant copyright permissions for all material displayed on your website.
You are responsible for proofreading and ensuring the accuracy of any content provided to us, including spelling and grammar. Any corrections required to this are deemed to be out of scope and will be charged at the rate of $85 per hour.
We are pleased to offer you the opportunity to make revisions to the design. However, we have the right to limit the number of design proposals to a reasonable amount and may charge for additional designs if you make a change to the original design specification.
Our creative development phase is flexible and allows certain variations to the original specification. However any major deviation from the specification will be charged at the rate of $85.00 per hour. If any additional variations are added to the project during any time of the construction phase, be it additional content, new 3rd party software plug-ins, images, products or any other additional material related to your website we reserve the right to charge additional hourly rates for the time taken to complete the requested or altered works.
Any ongoing variations are generally completed within 5 days.
5. PROJECT DELAYS AND CLIENT LIABILITY
Any time frames or estimates that we give are contingent upon your full cooperation and completion and approval final content in photography for the work pages. During development there is a certain amount of feedback required in order to progress to subsequent phases. It is required that a single point of contact be appointed from your side and be made available on a daily basis in order to expedite the feedback process.
6. APPROVAL OF WORK
On completion of the work you will be notified and have the opportunity to review it. You must notify us in writing of any unsatisfactory points within 5 days of such notification. Any of the work which has not been reported in writing to us as unsatisfactory within the 5-day review period will be deemed to have been approved. Once approved, or deemed approved, work cannot subsequently be rejected and the contract will be deemed to have been completed.
7. REJECTED WORK
If you reject any of our work within the 5 day review period, or not approve subsequent work performed by us to remedy any points recorded as being unsatisfactory, and we, acting reasonably, consider that you have been unreasonable in any rejection of the work, we can elect to treat this contract as at an end and take measures to recover payment for the completed work.
Geonet is not responsible for rejections of any ads, campaigns, text, URL’s, client accounts or any uploaded content to our marketing partner platforms including Google, Bing, Facebook, Instagram, LinkedIn, Pinterest, retargeting and brand accelerator network.
Geonet is not responsible for any damages, downtime or adverse effects to client’s business that may arise due to ad rejections.
Geonet is not responsible for costs involved in rebuilding campaigns due to ad rejections or client account bans
8. WARRANTY BY YOU AS TO OWNERSHIP OF INTELLECTUAL PROPERTY RIGHTS
You must obtain all necessary permissions and authorities in respect of the use of all copy, graphic images, registered company logos, names and trademarks, or any other material that you supply to us to include in your website or web applications.
You must indemnify us and hold us harmless from any claims or legal actions related to the content of your website.
Once you have paid us in full for our work we grant to you a license to use the website and its related software and contents for the life of the website. Sales statistics and figures from your site can be used for promotion of Geonet.
10. SEARCH ENGINES
We do not guarantee any specific position in search engine results for your website. You have the right to cancel your agreement however if Google rankings for industry specific keywords have not been achieved or maintained.
11. SOCIAL MEDIA MARKETING AND GOOGLE PAY PER CLICK
In addition to Geonet Management Fees, you will be required to pay a monthly amount to the specified platform e.g. Google, Facebook etc. This amount will be agreed with you and you agree to pay the full cost of this a month in advance. Failure to pay this on time will result in cessation of advertising until payment is made.
We will report to you once a month to keep you informed of performance and rankings for selected keywords. Any additional reporting or additional website or creative design work will be considered to be beyond scope and subject to our standard fees.
Works including are the following:
On page website optimization
Off page back linking strategy
Text and add optimization
12. CONSEQUENTIAL LOSS
We shall not be liable for any loss or damage which you may suffer which is in any way attributable to any delay in performance or completion of our contract, however that delay arises.
Geonet will not be liable or become involved in any disputes between the site holder and their clients and cannot be held responsible for any wrongdoing on the part of a site holder.
Geonet will not be liable for any costs incurred, compensation or loss of earnings due to the work carried out on behalf of the client or any of the clients appointed agents.
Geonet will not be liable for any costs incurred, compensation or loss of earnings due to the unavailability of the site, its servers, software or any material provided by its agents.
To the full extent permitted by law, all terms, conditions, warranties, undertakings, inducements or representations whether express, implied, statutory or otherwise (other than the express provisions of these terms and conditions) relating in any way to the services we provide to you are excluded. Without limiting the above, to the extent permitted by law, any liability of Geonet under any term, condition, warranty or representation that by law cannot be excluded is, where permitted by law, limited at our option to the replacement, re-repair or re-supply of the services or the payment of the cost of the services that we were contracted to perform. Our terms and conditions may be updated from time to time
We reserve the right to subcontract any services that we have agreed to perform for you as we see fit.
We (and any subcontractors we engage) agree that we will not at any time disclose any of your confidential information to any third party.
15. ADDITIONAL EXPENSES
You agree to reimburse us for any requested expenses which do not form part of our proposal including but not limited to the purchase of templates, third party software, stock photographs, fonts, domain name registration, web hosting or comparable expenses. The customer will be notified before purchase of any such material and approval will be required by the customer.
You are responsible for maintaining your own backups with respect to your website and we will not be liable for restoring any client data or client websites except to the extent that such data loss arises out of a negligent act or omission by us.
17. OWNERSHIP OF DOMAIN NAMES AND WEB HOSTING
Geonet will purchase and maintain ownership of the website and all such materials, database information and domain names. Web hosting is included in the monthly fee.
18. GOVERNING LAW
The agreement constituted by these terms and conditions and any proposal will be construed according to and is governed by the laws of Australia. You and Geonet submit to the non-exclusive jurisdiction of the courts in and of Australia in relation to any dispute arising under these terms and conditions or in relation to any services we perform for you.
19. CROSS BROWSER COMPATIBILITY
By using current versions of well supported content management systems such as “WordPress”, we endeavor to ensure that the web sites we create are compatible with all current modern web browsers such as the most recent versions of Internet Explorer, Firefox, Google Chrome and Safari. Third party extensions, where used, may not have the same level of support for all browsers. Where appropriate we will substitute alternative extensions or implement other solutions, on a best effort basis, where any incompatibilities are found.
You are responsible for complying with all relevant laws relating to e-commerce, and to the full extent permitted by law will hold harmless, protect, and defend and indemnify Geonet and its subcontractors from any claim, penalty, tax, tariff loss or damage arising from your or your clients’ use of Internet electronic commerce.