Meegan Jia-Good ABN 29 730 397 691

 

Terms of Service


Defined words and phrases and Glossary

  1. Appointment and Representatives

  2. Services

  3. Charges

  4. Non-Disclosure and use of information

  5. Insurance and Limitation of Liability

  6. Communications

  7. Termination

  8. General

 

Schedule 1 – Dictionary

Schedule 2 – Glossary

 

These Terms of Service are current as at 12th February 2019.

These Terms of Service from time to time and the amended terms will apply to appointments on and from the date the amended terms are published on this website.

 

1. Defined words and phrases and Glossary

 

1.1 Words and phrases defined in the Dictionary

 

Words and phrases in this agreement beginning with a capital letter are defined in the Dictionary.

1.2 Words and phrases defined in legislation

 

Words and phrases in this agreement defined in legislation and referenced in a footnote to the clause where they appear      

have the meaning given to them in that legislation.

1.3 Glossary

 

The principles for interpreting this agreement set out in the Glossary apply unless the context requires another interpretation.

2. Appointment and Representatives

2.1 Appointment

 

The Client appoints the Social Media Marketer to provide the Services on the terms set out in this agreement and the Social   

Media Marketer accepts that appointment.

2.2 Representatives

 

Each party will appoint a Representative to act in matters relating to this agreement.  The Representatives are set out in the  

Statement of Works.

A party may revoke the appointment of its Representative, and appoint another, by giving notice in writing to the other.

  

A party may specify the extent of its Representative’s authority, or amend that authority, at any time during and from time to time

during the period of this agreement by giving the other notice in writing.

Subject to that, each Representative is taken to have authority to bind the appointing party in all matters relating to this

agreement.

 

3. Services

The Social Media Marketer will provide the Services to the Client in accordance with this agreement.

 

4. Charges

 

4.1 Charges

 

The Client will pay the Charges to the Social Media Marketer.  

4.2 Invoices

The Social Media Marketer will ensure that each invoice contains enough detail to enable the Client, acting reasonably, to identify the Service concerned, when the Service was supplied and (if relevant) accepted and the amount payable in respect of each item; is addressed in accordance with the Client’s requirements as advised in writing; sets out the amount paid by the Client as GST for supplies made under this agreement which are taxable supplies; and is a valid tax invoice.

 

Note    The words and phrases GST, GST Law, supply, tax invoice and recipient are defined in s 195-1 of the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

 

5. Non-Disclosure and use of information

 

5.1 Obligations

 

Subject to this clause 5, each party will treat the other’s Confidential Information as confidential and safeguard it accordingly.  No party may disclose the other’s Confidential Information without its written consent.

5.2 Exclusions to obligation

 

A party may –

(a) use or disclose that information to comply with obligations or exercise rights under this agreement;

(b) disclose that information to its advisors who are advising on agreement-related issues, or its internal management personnel, on a need to know basis;

(c) disclose information as authorised or required by law;

(d) disclose information which was already in its possession at the time of receiving that information from the other party;

 

(e) hold information for a period exceeding the time limit (if any) expressed in another agreement for retaining confidential information; or

 

(f) disclose information which is in the public domain otherwise than by reason of a breach of its obligations under this clause 5.

 

5.3 Personnel

 

Each party will take all reasonable steps to ensure that their personnel do not disclose the other’s Confidential Information while engaged on agreement-related matters.

 

Each party may require the other to arrange for its personnel to enter into a non-disclosure agreement and the other party must do this promptly.

 

5.4 Use of Confidential Information

 

The Social Media Marketer will use the Client’s Confidential Information, and ensure that any other person who receives that information directly or indirectly, solely for the purpose of Social Media Marketing.

 

The Client will use the Social Media Marketer’s Confidential Information, and ensure that any other person who receives that information directly or indirectly, solely for the purpose of Social Media Marketing.

 

Nothing in this clause 5 prevents either party from using any techniques, ideas or know how gained during the performance of this agreement in the course of its normal business to the extent that its use does not result in a disclosure of the other party’s Confidential Information.

5.5 Remedies

 

Each party may seek an interlocutory or final injunction in respect of a breach or threatened breach of the undertakings in this clause 5 because an award of damages or an account of profits may not be adequate compensation for their loss.

 

Each party may seek an indemnity from the other for any loss or harm in connection with any breach or enforcement of its obligations under this clause 7 or for any unauthorised use or release of Confidential Information.

 

5.6 Survival

 

Clause 5 survives the termination of this agreement.


6. Insurance and Limitation of Liability

 

6.1 Insurance policy

The Social Media Marketer will maintain a professional indemnity policy for a sum insured of $1 000 000.

6.2 Limitation of liability

The Social Media Marketer’s aggregate liability in respect of any act or omission in respect of the Services will not exceed the sum insured.

6.3 Severance

A provision under this clause 6 that is held to be invalid under any law is taken to have been omitted to that extent.

 

Where a party becomes liable for any loss or damage to which that provision applied, that liability is subject to the remaining limitations in this clause 6.


7. Communications

 

7.1 Form

A party who gives, sends or serves a notice or other communication (each a communication) under this agreement may do so by electronic communication, post or hand delivery.

 

Note    The phrase electronic communication is defined in s 3 of the Electronic Transactions (Victoria) Act 2000.

7.2 Address for giving, sending or serving communications

 

Each party has designated a contact person, together with their electronic and physical addresses, for the purpose of giving, sending or serving communications under this agreement.

 

A party may amend the contact person or their address, at any time by giving notice in writing to the other.

7.3 Signing communications

 

A party who is a natural person may sign a communication on their own account.

 

A director or secretary of a party that is a corporation may sign a communication on its behalf.

 

Alternatively, each party may appoint a solicitor, attorney or an agent to sign a communication on their behalf.

 

7.4 Electronic communications


An individual who signs an electronic communication is identified by setting out their name and, where appropriate, the capacity in which the electronic communication has been signed.  The parties agree that this is a reliable method of identifying that individual and his or her intention to give, send or serve a communication under this agreement. Each party consents to receiving communications signed using this method.

An electronic communication is received when it is capable of being retrieved by the address at the electronic address that party has designated for the purpose of giving, sending or serving communications under this agreement, unless it is received after 5 pm in which case that communication is taken to have been received on the following Business Day.

 

Note    The phrase electronic communication is defined in s 3 of the Electronic Transactions (Victoria) Act 2000.

7.5 Hand delivered and posted communications

An individual who signs a communication which to be given, sent or served by post or hand delivery will sign that notice in manuscript and, where appropriate, set out the capacity in which the communication has been signed.

 

A communication given, sent or served by post will be dispatched in a properly addressed prepaid envelope and is taken to have been received at the time that letter would be delivered in the ordinary course of post.

 

A hand delivered communication is given, sent or served when it is left at the address designated for that purpose under this agreement.

 

8. Termination

 

8.1 Termination for cause

 

Where a Termination Event has occurred in respect of the Client or the Social Media Marketer then the Social Media Marketer or the Client may give the other a Termination Notice.

 

The Termination Notice must be in writing and may be given at any time.

The giving of a Termination Notice does not affect any other rights which may have accrued to the party giving the notice.

 

The Termination Events are –

 

(a)  (Breach of contract)  A party commits a material breach of this agreement which is not capable of being remedied, or fails to remedy a breach which is capable of being remedied, within a period stated in writing (which period must be reasonable under the circumstances).

 

(b)  (Insolvency)  A party becomes an externally administered body corporate.

 

The parties acknowledge that a series of minor breaches may constitute a “material breach”.

 

Note    The phrase externally administered body corporate is defined in s 9 of the Corporations Act 2001 (Cth).

 

 

8.2 Termination for convenience

 

The Client or the Social Media Marketer may terminate this agreement in whole or in part at any time by giving two months’ written notice. The other party will immediately comply with any directions given in the notice and use reasonable endeavours to mitigate its losses arising from the termination of this agreement.

 

8.3 Payments on Termination

 

If the Client or the Social Media Marketer terminates this agreement under clause 8.1 or clause 8.2 respectively then the Client will pay any outstanding undisputed Charges within 10 Business Days of the Termination Date.

If the Client terminates this agreement before the end of a Service Period under clause 8.2 then the Client will pay the Charges for the remainder of that period within 10 Business Days of the Termination Date.

 

9. General

 

9.1 Amendments

Any provision of this agreement may be amended only by an agreement in writing between the parties.

 

9.2 Approvals, consents and waivers

An approval, or consent or a waiver of a right, power or remedy must be in writing and signed by the party giving it.

 

A party may give or withhold an approval, consent or waiver, or impose conditions, in its discretion, unless this agreement expressly provides otherwise.

 

A party does not waive a right, power or remedy if it fails to exercise, or delays in exercising that right, power or remedy.  A single or partial exercise of a right, power or remedy does not prevent another or further exercise of that or another right, power or remedy.

 

An approval, consent or waiver is only effective in the instance and for the purpose for which it is given.

 

An approval, consent or waiver is ineffective if the party who sought it fails to disclose all material facts and circumstances which it is aware of.

 

9.3 Assignment

No party may assign this agreement, or any right under it, without the other’s prior written consent.

 

9.4 Conflict of interest

Each party will promptly notify the other of any business or personal relationship which may compromise their capacity to perform the obligations under this agreement objectively and in good faith.

 

9.5 Costs

 

Each party must pay their own costs of negotiating and executing this agreement together with any instrument or document they execute to give effect to it.

 

9.6 Counterparts

This agreement may be executed in any number of counterparts, including facsimile or scanned PDF counterparts, all of which constitute one and the same instrument.

 

9.7 Cumulative rights

The rights set out in this agreement are cumulative and do not exclude any rights or remedies provided under any other law.

 

9.8 Entire agreement

 

This agreement sets out the entire agreement between the parties in respect of the matters it deals with and any prior agreement dealing with any of them has no effect, including any terms expressed to survive the termination of that agreement.

 

9.9 Further action

Each party must do everything reasonably necessary to give full effect to this agreement and any transactions contemplated by it promptly and at their own expense.

This may include, for example, obtaining approvals, consent or waivers, getting documents completed and signed, providing information and delivering documents.

 

9.10 Governing law and jurisdiction

 

The laws of Victoria govern this agreement and each party submits irrevocably and unconditionally to the non-exclusive jurisdiction of the Victorian courts.

 

9.11 Inconsistent law

Where this agreement is inconsistent with any law this agreement prevails to the extent permitted by that law.

 

9.12 No merger

The rights and obligations of the parties under this agreement do not merge on completion of any transaction contemplated in it.

 

9.13 Novation

No party is obliged to agree or consent to any proposed novation of this agreement.

 

9.14 Relationship between the parties

The Social Media Marketer is an independent contractor the Client has appointed to provide the Services.

 

Neither party is the agent of the other, nor has any authority to bind the other except as this agreement expressly provides.

 

9.15 Severability

 

Any unenforceable or illegal provision of this agreement may be severed in whole or in part while the remainder continue in effect.

 

9.16 Succession

This agreement operates for the benefit of the parties and their respective successors.

 

9.17 Supervening legislation

Any present or future legislation which operates to vary the obligations of a party, with the result that the other party’s rights, powers or remedies are affected, including by way of delay or postponement, is excluded, except to the extent that this exclusion is prohibited or rendered ineffective by law.

 

9.18 Survival

 

Any provision expressed to survive the termination of this agreement does so.

9.19 Time

Time is of the essence in complying with all stated dates and times.

 

Schedule 1

(Clause 1.1)

 

Dictionary

Client means the company described in this agreement as the Client.

 

Client’s Confidential Information means –

(a) information about the Client’s financial affairs and contract data;

(b) information which is by its nature confidential;

(c) information which the Client discloses to the Social Media Marketer and which the Client marks as confidential; and

(d) information which the parties agree in writing is confidential.

Confidential Information the Social Media Marketer’s Confidential Information or the Client’s Confidential Information, as the case may be.

 

Dictionary means schedule 1 to the Terms of Service.

 

Event means the event described in the Statement of Works.

 

Social Media Marketer means Meegan Jia-Good ABN 29 730 397 691.

 

Social Media Marketer’s Confidential Information means –

(a) information about the Social Media Marketer’s financial affairs;

 

(b) information which is by its nature confidential;

 

(c) information which the Social Media Marketer discloses to the Client which the Social Media Marketer marks as confidential; and

(d) information which the parties agree in writing is confidential.

Statement of Works means the Annexure.

 

Glossary means schedule 2 to the Terms of Service.

 

Services means the services described in the Statement of Works.

 

Terms of Service means the terms of service.

 


 

Schedule 2

(Clause 1)

 

Glossary

 

Currency References to currency are to the lawful currency of Australia.

 

Language

The word “will” used in a term imposing an obligation on a party is construed as meaning that obligation must be performed.

 

The word “may” used in a term conferring a right on a party is construed as meaning that right may be exercised, or not, at that party’s discretion.

 

A right includes a power or a remedy.

 

Each gender includes the others.

 

The singular and plural include the plural and the singular respectively.

 

Words and phrases defined in one part of speech or other grammatical form have a corresponding meaning when used in others.

 

Expressions such as including, such as, for example and particularly are not interpreted as limitations.

 

A party, clause, schedule or attachment is a reference to this agreement unless the context indicates otherwise.

 

A reference to a document includes all amendments and supplements to that document.

© Meegan Jia-Good 2018.  All rights reserved. Melbourne Victoria Australia | Terms & Conditions

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