Terms & Conditions

The following are the standard terms and conditions of Deep Blue Digital. Except where agreed in writing, these terms apply to all services provided by us . Unless expressly provided otherwise in another document, these terms prevail if an inconsistency exists between these terms and any other document relating to our Services.

1 QUOTATIONS

Quotes and pricing are valid for 14 days.

2 SERVICES

2.1 We will supply the Services to you in accordance with the terms of this Agreement.

2.2 We will use our reasonable endeavours to supply the Services in a diligent and professional manner.

3 PAYMENT TERMS

3.1 You must pay us the Charges for the Services.

3.2 Charges are to be paid via our secure payments system, Stripe. Card details are to be provided before commencement of your Service. If you are unable to pay by card you must request to pay via PayPal or direct bank transfer.

3.3 We may invoice you for the Charges. We may invoice you at any time for the Services. However, if we are appointed on a monthly basis, we normally automate payments via Stripe.

3.4 The Charges you must pay us, and the basis on which they will be determined, will be set out in our service agreement.

3.5 If you ask us to do any additional work not set out in our service agreement, we may charge you for that work at our normal hourly rates.

3.6 You must reimburse us for all reasonable out-of-pocket costs and expenses we incur in connection with the supply of the Services, including travel and accommodation costs and courier and printing expenses. We will seek your approval before incurring expenses of more than $200.

3.7 We may issue invoices and receipts by email.

3.8 You must pay the amount of our invoice by the due date specified in the invoice or, if a due date is not specified, within 7 days of the date of our invoice.

3.9 A payment to us must be made by card, PayPal ([email protected])  or direct bank transfer.

3.10 We may charge you a fee for using a payment method other than the method referred to in clause 3.8.

3.11 Any claim by you that an invoice is incorrect must be made within 7 days of the date of the invoice.

3.11 If you fail to make a payment on the due date, we may charge you interest. Interest accrues daily from the due date until the date you make payment in full. You must pay us interest when we invoice you for it.

4 GST

4.1 Words defined in the GST Law have the same meaning in this clause 4.

4.2 Unless indicated otherwise, the Charges and all other amounts referred to in this Agreement are stated exclusive of GST. If GST is or will be imposed on a supply made under or in connection with this Agreement, to the extent that the consideration otherwise provided for that supply under this agreement is not stated to include an amount in respect of GST on the supply:

(a) the consideration otherwise provided for that supply is increased by the amount of that GST; and

(b) you must make payment of the increase at the same time as the consideration is provided subject to receipt of a tax invoice.

4.3 If we supply a taxable supply under this Agreement, we will issue a tax invoice or adjustment note to you in relation to the supply.

5 TERM AND TERMINATION

5.1 Unless we agree otherwise, if you appoint us to provide Services on a monthly basis, this Agreement shall continue for a minimum term of 6 months.

5.2 If you have appointed us to provide Services on a monthly basis, you may terminate this Agreement for convenience at any time after the minimum term by giving us not less than 30 days’ written notice.

5.3 If you have appointed us to provide the Services on a project basis, you may terminate this Agreement at any time by giving us not less than [7] days written notice.

5.4 Our right to payment of the Charges and reimbursement of costs and expenses accrued up to the date of termination of this Agreement are not affected by termination.

6 INTELLECTUAL PROPERTY

6.1 All Material provided by us under or in connection with this Agreement is and remains our property.

6.2 You acknowledge and agree that we own all IP in any Material provided to you by us or on our behalf under or in connection with this Agreement. You must not contest our title to our IP or take any action that may have a detrimental effect on our title to our IP.

6.3 You guarantee that the IP in any Material provided by you to us under or in connection with this Agreement are either owned by you or you have the right to use the IP and our use of such IP will not infringe the rights of any other person. You must indemnify us from and against all loss, damage, costs and expenses that we may suffer or incur as a result of or in connection with any breach of this guarantee.

7 OBLIGATION TO PROVIDE INFORMATION

7.1 You must provide us with all the information we need to enable us to provide the Services.

7.2 You guarantee that all information that you provide to us under or in connection with this Agreement is true and accurate and not misleading. You must indemnify us from and against all loss, damage, costs and expenses that we may suffer or incur as a result of or in connection with any breach of this guarantee.

8 PUBLICATION

You agree that we may communicate by press release, standard industry tombstone, on our website, in our marketing material and by any other means the fact that we have provided Services to you and a description of the Services.

9 COMMUNICATION

Deep Blue Digital has a remote working policy and therefore our communication with you will be primarily by:

• Skype
• Email
• Voice (phone call or Skype).

Face-to-face meetings can be arranged at our discretion but we will charge you for our time and travel costs.

10 CONFIDENTIALITY

10.1 You must take all reasonable steps to ensure that you do not disclose Our Confidential Information or use it except for the purposes of this Agreement.

10.2 We will take all reasonable steps to ensure that we do not disclose Your Confidential Information or use it except for the purposes of this Agreement.

10.3 This clause 9 does not prevent you or us from disclosing information:

(a) to your or our agents, auditor or professional advisers, so long as the agent, auditor or professional adviser concerned is under a duty not to disclose or use the information except for the purpose of performing its duties;

(b) if you or we are required by law to make the disclosure.

11 WORK LIMIT AND ADDITIONAL TERMS

Deep Blue Digital is only obliged to complete the work described in our service agreement. The supply of our Services may also be subject to any special terms and conditions specified in our service agreement.

12 LIMITS ON OUR LIABILITY

12.1 Subject to clause 11.2, to the fullest extent permitted by law, all terms which might be implied by statute are excluded and our total liability for all Claims relating to the Services, whether pursuant to contract, tort, statute law or otherwise, is limited to the total amount of Charges we receive for supplying the Services.

12.2 If you are a consumer within the meaning of section 3 of the Australian Consumer Law, the Australian Consumer Law provides certain guarantees in relation to the services or goods we supply you that cannot be excluded. Where the services or goods we supply you are not of a kind ordinarily acquired for personal, domestic or household use or consumption, our liability for breach of any guarantee implied by the Australian Consumer Law is, to the extent permitted by the Australian Consumer Law, limited to the resupply of those services or goods or payment of the cost of having those services or goods resupplied.

13 FORCE MAJEURE

13.1 If a Force Majeure Event occurs, the obligations under this Agreement of the party affected by the Force Majeure Event (affected party), being obligations that the effect of the Force Majeure Event prevents the party from performing (affected obligations), are suspended so long as the effects of the Force Majeure Event have that effect.

13.2 The affected party must give the other party notice of the Force Majeure Event as soon as practicable after becoming aware that the Force Majeure Event has occurred or may occur.

13.3 The affected party must use its reasonable endeavours to remove, overcome or minimise the effects of the Force Majeure Event as quickly as possible. This does not require a party to settle any industrial dispute in any way that it considers inappropriate.

13.4 An obligation to make a payment to a party cannot be an affected obligation.

14 GENERAL

14.1 The parties agree that, except as may be required by law, the express provisions of this Agreement are intended to constitute the exhaustive statement of their rights and obligations in relation to the Services and the other matters to which it relates.

14.2 If a party consists of more than one person, this Agreement binds them jointly and severally and each of them severally.

14.3 Any provision of this agreement that is unenforceable or partly unenforceable is, where possible, to be severed to the extent necessary to make this Agreement enforceable, unless this would materially change the intended effect of this Agreement.

14.4 This Agreement is governed by the laws in force in Queensland. Each party submits to the non-exclusive jurisdiction of the courts of Queensland and of any court that may hear appeals from any of those courts, for any proceedings in connection with this Agreement.

15 INTERPRETATION

In this Agreement:

15.1 a person includes a reference to any type of entity or body of persons, whether or not it is incorporated or has a separate legal identity, and any executor, administrator or successor in law of the person; and

15.2 a singular word includes the plural, and vice versa;

15.3 a word that suggests one gender also suggests the other genders;

15.4 if a word or phrase is defined, another part of speech of that word or another grammatical form of that phrase has a corresponding meaning;

15.5 if an example is given of anything (for example, a right, obligation or concept), such as by saying it includes something else, the example does not limit the scope of the thing;

15.6 a reference to information is a reference to information of any kind in any form or medium, whether formal or informal, written or unwritten, for example, computer software or programs, concepts, data, drawings, ideas, knowledge, procedures, source codes or object codes, technology and trade secrets;

15.7 headings are not provisions of this Agreement and do not affect the interpretation of this agreement.

15.8 a reference to a numbered or otherwise identified provision is a reference to the provision so numbered or identified in these Terms and Conditions.

164 DEFINITIONS

In this document:

Agreement means our Service Agreement, Quote, Proposal and these Terms and Conditions.

Charges means the prices, charges and fees that you must pay for the Services as specified in our Agreement or these Terms and Conditions.

Claim means a cause of action, claim, demand, suit or proceeding of any kind, including by way of court proceedings, proceedings in the nature of arbitration, mediation or other methods of dispute resolution and administrative claims and proceedings (whether or not before a tribunal).

Deep Blue Digital, we or us means Deep Blue Digital (ABN 40 669 884 623).

Force Majeure Event means an event that prevents a party (affected party) from performing its obligations under this agreement (affected obligations), being an event that is beyond the reasonable control of the party.

GST Act means the A New Tax System (Products and Services Tax) Act 1999 (Cth).

GST Law has the meaning given to that term in the GST Act.

IP means all copyright and all rights in relation to inventions (including patent rights), registered and unregistered trademarks (including service marks), registered and unregistered designs, and circuit layouts, and any other rights resulting from intellectual activity in the industrial, scientific, literary and artistic fields recognised in domestic law anywhere in the world.

Material includes documents, goods, equipment, reports, software, specifications, reports, information and data.

Our Confidential Information means information relating to us that:

(a) is by its nature confidential;

(b) is designated by us as confidential; or

(c) you know or ought to know is confidential,

but not information that:

(d) is or becomes public knowledge otherwise than by a breach of this Agreement or another confidentiality obligation; or

(e) you establish has been independently developed or acquired by you

Proposal means the proposal of work and quote we provide you relating to our proposed engagement by you to provide the Services.

Services means the digital marketing services we will supply you as described in our Proposal.

you means the client named in our Proposal.

Your Confidential Information means information relating to you that:

(a) is by its nature confidential;

(b) is designated by you as confidential; or

(c) we know or ought to know is confidential,

but not information that:

(d) is or becomes public knowledge otherwise than by a breach of this Agreement or another confidentiality obligation; or

(e) we establish has been independently developed or acquired by us.