BETWEEN Oh My Digital Agency Pty Ltd, ABN 78 619 172 664, 33 Tarnook Dr, Ferny Hills, Queensland, 4088 (“SERVICE PROVIDER”) AND you (“CLIENT”)
Please do take the time to review and read the below terms carefully. By engaging us, it is assumed that you agree to the below terms. This Service Agreement will be valid and binding as of the date of signing, and will continue to be valid and binding until both of us (the client and Oh My Digital) agree in writing, that services from Oh My Digital are no longer required. This Agreement will apply to all individuals, businesses and/or companies who engages our Services unless otherwise agreed in writing by both parties.
These Terms will cover all Agreements entered into by you as the Client and us for services related to (but not limited to) strategy development, social media management, social media advertising, copywriting, landing page design and email marketing (“Services”).
Any modifications to this agreement must be in writing and signed by both parties.
You acknowledge that any rights and obligations under this agreement is not to be transferred, assigned or encumbered without the prior written consent of the other party and that this agreement is the entire agreement between us (and our subcontractors) and supersedes all prior understandings and documents relating to the subject matter of this agreement.
Payment of services and/or products will be in Australian Dollars (AUD), and will be made via Direct Bank Deposit, Credit Card and Paypal. All payments must be made to Oh My Digital within seven (7) days of invoicing. An additional fee, of 1.5% (chargeable per day) will be applicable on invoices unpaid following the due date.
You as the client agree to pay Oh My Digital for any additional expenses (including but not limited to) incidental and out of pocket expenses, travel costs, payment for advertising spends on social media. All grants of any license to use or transfer ownership of any intellectual property rights (including but not limited to designs, content, strategy and ideas completed by us at Oh My Digital or our contractors) under this agreement are conditioned on full payment, including all outstanding additional costs, expenses, fees, or any charges.
In the rare event we are required to recover any unpaid costs through an external agency: you agree that all legal costs involved with recovery will be paid by you on an indemnity basis; and where the account is referred to a collection agency, collection costs associated with the collection agency will be added to the balance outstanding and will be paid by you.
Quotes for services are generated on the basis of the initial brief provided by you and expected time investment from us at Oh My Digital. This may change if additional work is required or if the scope has changed since the initial quote. Initial Quotes provided are valid for thirty (30) business days, whereby following the expiry of such date, we do reserve the right to amend prices.
No quoted service delivery dates are guaranteed, and can vary. They are provided as an estimate only. Additional work not quoted which falls outside the original scope related to the project will be charged at an hourly rate of $120.00 + GST per hour unless otherwise agreed in writing between both parties that the additional work will require a re-quote.
4. LOADING FEE
You agree that Oh My Digital are under no obligation to work outside normal hours. Works requested to be completed after hours will therefore be charged a loading fee of 30% of the total project fee or on top of the usual hourly rate (whichever is relevant). For clarity purposes, our business hours are Monday to Friday (AEST) 9:00am to 5:00pm. Note, this excludes public holidays.
5. RUSH FEE
Where requested, a rush fee of 50% loading fee of the standard hourly rate of $120.00 per hour + GST (or a rate otherwise agreed between the two parties in writing) will be applicable for turnarounds within 24 or 48 hours. Where the rush request to complete a project falls over weekend (outside business hours), the rush fee (the higher fee) shall apply.
If Oh My Digital are engaged on an ongoing Agreement, the client must provide thirty (30) days written notice to Oh My Digital via email of the intention to terminate the Agreement/Services. Either party may terminate this agreement at any time, on written notice to the other party, if the other party ceases to conduct business in its normal course, including but not limited to: liquidation, insolvency, bankruptcy or the making of an assignment for the benefit of creditors.
In the event of termination, the Client guarantees the payment to Oh My Digital for the services performed through the date of termination in the amount of a prorated portion of the fees due. The Client agrees to further pay all expenses, fees, and additional costs incurred through the date of termination within seven (7) days of the termination.
Oh My Digital reserves the right to deny service or terminate service because of safety concerns, financial concerns, or inappropriate or uncomfortable situations. Limitation of Liability, and Mediation and Dispute Resolution and any other terms which by their nature should continue to apply, will survive any termination or expiration of this Agreement.
You agree to make all reasonable efforts to provide needed information, materials and approvals to us at Oh My Digital in a timely manner. Further, you agree to have conducted your own accuracy and compliance checks, and sought approval by relevant approval parties for all content or material created by Oh My Digital. You acknowledge that further works owing to an inaccuracy of data provided by the client will result with the work to be billed by us.
Whereby there is a potential delay to occur, parties should in writing, inform the other party using all reasonable efforts. You as the client understand that any delays by you will result in a day for day extension of the due date for all deliverables. We at Oh My Digital shall not be liable for any failure or delay in supply or delivery of Services where such failure or delay is wholly or partly due to any cause or circumstances whatsoever outside the reasonable control of us including but not limited to: war, strikes, lockouts, industrial disputes or unrest, government restrictions or transport delays, natural disasters, power outages, failure attributable to hosting suppliers, breakdown of plant, theft, vandalism, riots, civil commotions, accidents of any kind or act of terrorism. Should such event occur, it will result in a day for day extension of any performance or deliverable due.
Social Media Management and Social Advertising
For clarity purposes, social media management includes the development of a monthly social media calendar, sourcing content, curation captions, graphic design, hashtags, scheduling, monitoring performance and community engagement. You acknowledge that professional photography and styling, filming, as well as the budget and payment for advertisements themselves on social media is excluded from the Oh My Digital fee.
While we at Oh My Digital will make every reasonable effort to ensuring that posts and content created for you on Social Media are accurate and true, you as the Client acknowledge that you will take full responsibility for the review, acceptance of all content created and provided by us, prior to its publication. You agree to provide feedback for final approval and publication of scheduled content for social media within seven (7) days. Two (2) rounds of amendments within the scope of the project (this does not include the creation of a new concept) are included in the price, where additional amendments will be charged accordingly at $120.00 + GST per hour. Whereby Oh My Digital do not hear from the client in seven (7) days, following submission of a draft, it is assumed the client has approved the content.
The Client acknowledges that Oh My Digital will provide the Client with the content written and that it is the client’s duty to perform accuracy and compliance checks. The only instance whereby written material may not have been reviewed by the client will be limited to engagement on behalf of the client with accounts and audiences on social media accounts. Where in this instance, the client approves for Oh My Digital in exercising their creative direction to comment and engage. Where questions are to be answered by us on behalf of the client that falls outside the scope of our knowledge, we agree to relay and confirm replies back to the client.
Note, Oh My Digital do not reply to direct DM’s and this is left for the client.
Oh My Digital will endeavor to spend the estimated Advertising Spend set out in the Proposal. Oh My Digital Agency will not be liable for any under or overspend. The Customer is liable to pay all estimated Advertising Spend and cannot cancel or terminate any booked Advertising Spends with third parties.
For new social media advertising accounts, the client agrees that Oh My Digital will charge a “set up” fee of $200 + GST in addition to the management fee.
Landing Page Design
You acknowledge that Oh My Digital may engage in subcontractors to create and develop a landing page for a client’s campaign. For landing page design, Oh My Digital will provide the Client with two (2) sets of change with no extra cost within seven (7) days of the first submission to the Client for review. (“Review Period”). Minor changes are defined as tweaks that fall within the scope of the project brief, such as (but not limited to) colour changes. Minor changes do not include changes to the overall concept of the design resulting in the need to create a new concept or idea, and re-design of the original work. Request for minor changes are to be made via email to us within seven (7) days following the review period.
When a 1:1 training date has been confirmed, both parties agree to be present at the scheduled time for the training session booked. Where the Client wishes to reschedule or for any reason are unable to make the session, they will be required to do so with a minimum of 48 hours notice. Where sessions are cancelled within 48 hours notice, the client understands that this will result in the Client forfeiting that session with the consideration of exceptional circumstances. For all tailored 1:1 training sessions, a minimum charge of 2.5 hours are applicable.
For the development of marketing strategies and/or digital audits, Oh My Digital will get in touch with the client within 48 business hours to arrange the commencement and collation of information for the project. The timeline and delivery for the strategies to the client will be at the discretion of Oh My Digital.
For the design or email marketing, Oh My Digital will provide the Client with two (2) sets of change with no extra cost within seven (7) days of the first submission to the Client for review. (“Review Period”). Minor changes are defined as tweaks that fall within the scope of the project brief, such as (but not limited to) colour changes, copy formatting and minor wording changes. Minor changes do not include changes to the overall concept of the design and/or email marketing idea resulting in the need to create a new concept or idea, re-write and re-design of the original work. Request for minor changes are to be made via email to Oh My Digital within seven (7) days of the first draft received.
For all services, you understand that we do not not take any responsibility for Trademarking of any kind and that it is the Client’s responsibility to check trademarking laws and existing Trademarks for availability. You allow for Oh My Digital to feature your brand and/or project for portfolio purposes, unless otherwise agreed between two parties.
We will presume that you are happy and have accepted the original draft provided by us with no changes, if no emails requesting changes were made seven (7) days following the commencement of the review period. You agree and guarantee that you will not use the finalised file, make unauthorised changes, incorporate, make copies, or commercially or personally exploit the copyrighted work of by Oh My Digital without our written permission.
9. TECHNOLOGICAL ADVANCEMENTS
Oh My Digital does not take responsibility for any unforeseen advancements in technology that may have negative effects on any aspects of the Client’s site or system. The Client is to refer to hosting and domain name providers for queries regarding the following services: Domain names, Hosting and registration, SSL certificates, Email addresses and Email hosting. The Client is to refer to their technical support company for queries regarding the following services and their applicable Terms & Conditions: Set up of email addresses, Emails going to Spam/Junk, Email not functioning and Email Signatures.
We hold no responsibility if: (a) your email addresses are targeted with spam as it is outside of our control or (b) the Client’s email account details are attained or obtained, and used to send spam or malicious material. We agree we will exercise due care and skill, in meeting a level of professional skill or knowledge to deliver the Service that we provide. We shall not and cannot be held liable if the Client’s site is “hacked” or maliciously attacked in form. Oh My Digital will not be held responsible and is not liable for any loss of income to arise from the Client’s web site and/or social media account(s) “going down”, being hacked or otherwise. Oh My Digital does not provide software updates or take responsibility if the software used becomes out of date and obsolete. Oh My Digital does not take responsibility for any unforeseen advancements in technology that may have negative effects on any aspects of the Client’s site or system.
You agree that at all times that: you will comply with this Agreement (including all Oh My Digital Policies) and all applicable laws and regulations; you will provide accurate information, to the best of your knowledge, to Oh My Digital; you will not use Oh My Digital or any of its related services for any illegal or immoral purpose. The Client represents and warrants to Oh My Digital that to the best of Client’s knowledge, use of the Client content does not infringe the rights of any third party.
All material that are considered confidential by either party shall be designated as confidential. Both parties agree to exercise all reasonable acts to ensure this is kept confidential. Such confidential information shall not be disclosed to third parties and shall only be used as needed to perform this agreement.
11. SECURITY OF DATA
When it comes to the collection of client data information, we at Oh My Digital take reasonable precautions to protect our client’s information from unauthorised access by ensuring that access to personal information is only available to staff of Oh My Digital who have signed and understood the confidentiality requirements, and by only using third party technology that provides a secure environment and access control for confidential information.
You acknowledge however, that the security of online transactions and the security of communications sent by electronic means or by post cannot be guaranteed. Each individual that provides information to us via the internet or by post does so at their own risk. We cannot accept responsibility for misuse or loss of, or unauthorised access where the security of information is not within our control.
12. NO RELATIONSHIPS CONSTITUTED
The Client acknowledges that there will be no agency, partnership, joint venture, employee-employer or other similar relationship created by this Agreement. In particular, You have no authority to bind us, or our related entities or affiliates in any way whatsoever.
13. NO WARRANTY
Our services are provided on an “as is” basis, and without any warranty or condition, express or implied. You acknowledge and agree that nothing in this agreement shall constitute by Oh My Digital an express or implied warranty or guarantee:
(a) as to the outcomes that may be obtained from use of the Services (including lead quality, cost acquisition, as to Facebook or any other third-party performance);
(b) (b) as to any increase in revenue, profit or goodwill that may be obtained as a consequence of the Services;
(c) as to the accuracy, reliability of any information provided through the Services.
In no event shall Oh My Digital , nor any of its officers, be liable to you or anyone for any delays, errors, any loss, damage or cost, including, without limitation, any direct, indirect, special, purely economic, consequential or punitive damages or any legal costs arising out of, or in connection: the use of or engagement of services by Oh My Digital ; the use of information provided by you for Oh My Digital and or its platforms; matters outside Oh My Digital’s control; or you or anyone else being unable to access Oh My Digital for any reason.
You indemnify Oh My Digital against any action, liability, claim, loss, damage, proceeding or expense (including legal costs) suffered or incurred by Oh My Digital , arising out of, or in connection with your breach or non-observance of any term under this Service Agreement. We cannot be liable to you or anyone for any defamatory, infringing, offensive or material found in connection with the use of Oh My Digital , including such conduct or material transmitted by means by any other person.
15. CHANGES TO PROJECT SCOPE
Oh My Digital has a strict no change of project scope policy once the deposit has been processed. Where Client’s wish to change the scope of work, they will be required to enter into a new Agreement with Oh My Digital. If a Client wishes to change the scope of work, and enter into a new Agreement with Oh My Digital , the previous standing Agreement must first be paid in full, prior to the commencement of the new Agreement with the new Scope.
16. DISPUTES AND MEDIATION
If the Client has a complaint about the Service they have received from Oh My Digital please contact us directly through firstname.lastname@example.org. Mediation will be the first cause of action, if communications between the Client and Oh My Digital in an attempt to resolve the dispute has exhausted. All legal/mediation/arbitration fees associated with a dispute raised by the Client will be at the expense (in full) of the Client.
17. CHOICE OF LAW
18. LAW ENFORCEMENT
Oh My Digital reserves the right to cooperate fully with any law enforcement authority in any jurisdiction in respect of any lawful direction or request to disclose the identity or other information in respect of anyone posting any materials, which violate any applicable or relevant law.
EXECUTED as an Agreement.
Please retain one copy of this agreement for your files.