Service Agreement Terms and Conditions.
Archived 12 June 2024
Background
The Client is of the opinion that Squawk Digital (ABN: 73512735498) has the necessary qualifications, experience and abilities to provide services to the Client.
Squawk Digital is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement.
IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and Squawk Digital (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows:
Right to refuse project
All estimates are provided to you without any obligation on our part. If, for any reason, we do not believe that we can carry out a project, we can (in writing) refuse the project at any time up to the date upon which you write to accept our estimate and for 7 days after that date. If you have made any payment to us prior to the date upon which we refuse the project, we will refund the payment to you in full less any reasonable administrative costs.
Right to re-cost estimates
Estimates are based on all stages of a project being accepted by you exactly as specified in the estimate. Any estimate we provide remains valid for 14 days from the date of the estimate, unless otherwise noted. If (for any reason) you do not accept any of the stages, we reserve the right to re-cost the project and you will be bound by the new estimate.
If you request changes or additional work (to that specified on the approved estimate), the project may need to be re-costed and a new estimate will be provided.
The proposed delivery date will also be re-scheduled to a suitable time agreed by both parties. If the project is cancelled or postponed prior to completion, you will be billed for the services and materials incurred up to that point. You are also responsible for increases in materials and third party services (eg. graphic designers and website developers) where the increases are beyond our reasonable control.
10% GST is additional to our estimates unless otherwise stated.
Variations & Additional Costs
If during the course of our engagement there are changes in the Services Provided, the changes will be treated as a Variation.
Where a Variation occurs Squawk Digital reserves the right to halt work and review the Service costings. Squawk Digital will discuss the Variation with you and where required will issue a written proposal which is to include the modifications to the Services and any associated costs.
Squawk Digital will not proceed with the Services until Squawk Digital receive your approval to proceed.
The following are examples of possible Variations:
Introduction of additional requirements not discussed before accepting the project - content sourcing or editing, compliance with required online applications (Google Analytics or Google Ads)
Additional Service management time
Reschedules and delays due to to Client staff, process and procedures that was not known at time of quoting
Overtime required to meet deadlines due to Client delays in obtaining approval, sourcing content or feedback.
It’s our process to, within the best of our knowledge and ability, factor Service Management time in all quotes however Squawk Digital are sometimes required to manage both our own team and yours - if this was not known at time of quoting it will be treated as a Variation.
If there are small changes to the service during our engagement Squawk Digital will contact you and provide an Additional Cost.
Where possible we will obtain approval from you regarding the additional costs before proceeding however at times deadline or availability constraints can prevent this and we will proceed with the work.
Additional Costs will be billed separately at current professional hourly rates.
Services Provided
The Client hereby agrees to engage Squawk Digital to provide the Client with the services outlined within their Letter of Engagement. Squawk Digital hereby agrees to provide such Services to the Client.
The Services will also include any other tasks which both Parties agree on in writing.
You acknowledge that electronic services are subject to interruption and breakdown and all non-electronic services are subject to disruption, and therefore:
the Services will not be error-free or uninterrupted; and your access to the Service and the operation of the Service will not be error-free or uninterrupted.
Squawk Digital reserves the right to continue to provide the Services and/or invoice you for the Services in the event of any disruption, other than a disruption caused by Squawk Digital’s negligence or willful acts or omissions.
Hours of Service
All Services will be carried out between 9:00 am and 5:30 pm (AEST), Monday to Friday excluding public holidays and the Christmas / New Year closure periods.
Term of Agreement.
The term of this Agreement (the "Term") will begin on the date of your Letter of Engagement and will remain in full force and effect until the date listed, subject to earlier termination as provided in this Agreement. The Term of this Agreement may be extended with the written consent of the Parties.
In the event that either Party wishes to terminate this Agreement prior to date, that Party will be required to provide a calendar month’s notice (1 calendar month) written notice to the other Party.
Performance
The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.
Payment
Squawk Digital will charge the Client for the Services at the rate and frequency listed within their Letter of Engagement (the "Payment").
The Client will be invoiced payment in advance. Invoices submitted by Squawk Digital to the Client are due within 14 days of receipt.
Squawk Digital is responsible for paying any Superannuation Guarantee contributions that may be required in relation to the work performed by Squawk Digital or by employees of Squawk Digital under this Agreement.
The above Payment includes all applicable sales tax and duties as required by law.
Unless all outstanding bills are fully paid, Squawk Digital reserve the right to:
(i) not begin, continue or deliver any work; and
(ii) retain any goods you supply to us and/or which have been produced for you.
Unless agreed otherwise, paying within time is essential to us continuing or completing any further work for you
Overdue accounts
Any late payments will trigger a fee of 10.00% per month on the amount still owing.
Confidentiality
Confidential information (the "Confidential Information") refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.
Squawk Digital agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any confidential information which Squawk Digital has obtained, except as authorised by the Client or as required by law. The obligations of confidentiality will apply during the term of this Agreement and will survive indefinitely upon termination of this Agreement.
All written and oral information and material disclosed or provided by the Client to Squawk Digital under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to Squawk Digital.
Ownership of Intellectual Property
All intellectual property and related material (the "Intellectual Property") that is developed or produced under this Agreement, will be the property of Squawk Digital. The Client is granted a non-exclusive limited-use license of this Intellectual Property.
Title, copyright, intellectual property rights and distribution rights of the Intellectual Property remain exclusively with Squawk Digital.
Return of Property
Upon the expiry or termination of this Agreement, Squawk Digital will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.
Capacity/Independent Contractor
In providing the Services under this Agreement it is expressly agreed that Squawk Digital is acting as an independent contractor and not as an employee. Squawk Digital and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.
Notice
All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties at the address listed within their Letter of Engagement.
Modification of Agreement
Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorised representative of each Party.
Time of the Essence
Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.
Assignment
Squawk Digital will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.
Entire Agreement
It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.
Enurement
This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.
Titles/Headings
Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
Gender
Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
Governing Law
This Agreement will be governed by and construed in accordance with the laws of the State of Tasmania.
Severability
In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.