Terms and Conditions
The following conditions are the standard terms of engagement of The Toms / Smithfield Digital (ABN 48 382 684 870) .
Except where agreed in writing, these terms apply to all Services undertaken by The Toms and its agents. These terms prevail where inconsistency exists between these terms and any other documentation.
Quotation is valid for 30 days from date of the proposal
2.0 INVOICING & PAYMENT:
Invoice will be sent prior to the commencement of Service. Any third party products obtained by The Toms on behalf of the client are to be paid 100% in advance of the Service commencement. 50% of the Service costs are to be paid in advance, with the remaining % milestone payments to be paid within 14 days of invoice, unless agreed otherwise in writing prior to commencement of Service.
2.1 PAYMENT TERMS:
In the event of services being discontinued or suspended due to the client failing to comply with the agreed contract terms the client remains liable for all expenses incurred to date. Interest will be calculated at 5% per week and applied to any overdue amounts not paid within the specified due date of the invoice.
Cancellation Fees. No payment will be charged if cancellation is given thirty (30) days or more in advance of a scheduled program date. 50% of the Fees are payable in the event a workshop, class or conference is cancelled with 15-30 days’ notice of the scheduled program date and 100% of the Fees are payable if cancelled or changed within 14 business days of the scheduled event date. Credit to reschedule the event will be valid for a period of 12 months from the original booking date.
4.0 INTELLECTUAL PROPERTY
The Service and its original content, templates, features and frameworks are and will remain the exclusive property of The Toms. All client documentation including proposals, strategy, reports created in connection with or arising from the Service is the property of The Toms, until such time as the final invoice has been paid in full. The Toms places copyright on all documentation. Nothing in these Terms constitutes a transfer of any Intellectual Property rights from us to you. All services provided by The Toms are delivered in the strictest of confidence.
5.0 BREACH OF CONTRACT
If the client breaches the contract in any form The Toms shall be entitled to retain any information and documentation. In the occurrence of any breach of contract, cancellation or non-payment, all documentation must be returned within 7 days.
As a condition of your access to and use of the Service, you agree to indemnify us and our successors and assigns for all damages, costs, expenses and other liabilities, including but not limited to legal fees and expenses, relating to any claim arising out of or related to your access to and use of the Service or your breach of these Terms and any applicable law or the rights of another person or party.
6.0 LIMITATION OF LIABILITY
You agree that we shall not be liable for any damages suffered as a result of using the Service.
In no event shall we be liable for any indirect, punitive, special, incidental or consequential damage (including loss of business, revenue, profits, use, privacy, data, goodwill or other economic advantage) however it arises, whether for breach of contract or in tort, even if it has been previously advised of the possibility of such damage.
In no event shall we be liable for any claims by a third party in tort or contract, or pursuant to the Competition and Consumer Act 2010 (Cth) including, but not limited, to any misleading statements made and/or incorporated into any Content provided by third parties, such as manufacturers and wholesalers, and users of the Service. It is your sole responsibility to ensure the accuracy of the data inputted.
You have sole responsibility for adequate security protection and backup of data and/or equipment used in connection with your usage of the Service and will not make a claim against for lost data, re-run time, inaccurate instruction, work delays or lost profits resulting from the use of the Service. Without limiting the foregoing, in no event will our aggregate liability to you exceed, in total, the amounts paid by you to us.
7.0 ADDITIONAL OUT OF SCOPE WORK
If The Toms are required to complete additional work above and beyond quoted amount in relation to original scope, the client must provide in writing within reasonable time, confirmation of a variation. Work will not commence until agreement of price for relevant additional work has been made.
8.0 PROVISION OF DATA ACCESS & INFORMATION
The client or its agent must provide The Toms with all required information for the provision of the Services. Inclusive of all documentation, relevant briefs, electronic resources, log-in access to systems and platforms, written acceptance of Proposal and consultancy agreement, any background information and any information that will impact on the Service. The Toms do not accept any liability in connection with information provided by the client the client’s agent and it is taken to be accurate, correct and true.
The Toms reserves the right to publish articles, photographs and other illustration relating to this Service. The Toms will keep all personal information confidential unless required to be provided by law.
10.0 WORK LIMITS
The Toms are responsible to complete work written in the Proposal only. The engagement of Service is also subjected to any exclusion or conditions written within Proposal document.
11.0 GOVERNING LAW
These Terms shall be governed and construed in accordance with the laws of Victoria, Australia, without regard to its conflict of law provisions.
Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service, and supersede and replace any prior agreements we might have between us regarding the Service.
We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material we will try to provide at least 30 days notice prior to any new terms taking effect.
It is your sole responsibility to periodically check these Terms for any changes. If you do not agree with any of the changes to these Terms, it is your sole responsibility to stop using the Service. Your continued use of the Service will be deemed as your acceptance thereof.
If you have any questions about these Terms, please contact us.
Agent: any personnel or entity acting on the behalf of the client or The Toms;
Agreement: the agreement executed by the parties in connection with the Service, including this consultancy agreement and The Toms;
Client: the person or entity who has engaged the Service of The Toms;
Documentation: written or electronic information pertaining to the Service;
Terms: the terms of engagement;
Liability: means liability for loss or damage, whether arising under, in connection with or for the breach of the agreement, or in connection with the performance or nonperformance of the Services and any additional Service, whether such liability arises in contract, in tort including negligence, under statute or otherwise, and whether arising in connection with one or more events;
The Toms: means The Toms ABN: 48 382 684 870
Proposal: Proposal of work and price to engage for described Service.
Materials: Product and services purchased from 3rd party suppliers on behalf of the client in order to deliver the Services.
Services: the provision of marketing management consultancy pertaining to the Marketing Proposal.
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