Standard Terms & Conditions - Stack Copywriting Services

Stack Copywriting Services – Standard Terms & Conditions

These terms and conditions (Agreement) apply to all services (Services) that Stack Copywriting Services ABN 37 195 960 953 (us, our and we) supply to the purchaser (you) including, without limitation, copywriting services.

1. DEFINITIONS

In this document the following words shall have the following meanings:

Intellectual Property Rights means all forms of intellectual property including without limitation patent, copyright, trade mark and confidential information.

Proposal means a statement of work, quotation or other similar document, provided by us to you, describing the Services to be provided by us and the fees to be paid by you.

2. FEES AND PAYMENT

(a) The fees for the performance of the Services (Fee) are as set out in the Proposal or if no Proposal has been provided then our standard fees on the date the Services were performed (available on request).

(b) Subject to clauses 2(c) and 2(d) payment of the Fee is due 7 days after invoice date unless otherwise agreed in writing

(d) We may ask you to pay the Fee at one or more mutually agreed stages of the project.

(e) The Fee does not include taxes.

(f) Without limiting any other right or remedy, we may charge you daily interest, at 1.5% per month, on any overdue Fee. If we charge interest, then you must pay it within 7 days after we request payment.

3. ALTERATIONS TO THE PROPOSAL

Any alterations to the proposal are in our absolute discretion.

4. INTELLECTUAL PROPERTY RIGHTS

(a) We shall be the sole owner of all Intellectual Property Rights produced from or arising as a result of the performance of this Agreement (including the Services).

(b) Ownership of any material created for you as part of a Proposal (Work) passes to you on receipt by us of full and final payment of all Fees due, in cleared funds. We retain the ownership of all Work unless and until we have received these Fees.

(c) Without limiting any of our other rights, if we are not paid the Fee in full, we reserve the right, in our absolute discretion, to refuse the use of Work by you for any purposes. On request you must destroy, and confirm in writing you have destroyed, all copies of Work in your possession that is owned by us.

(d) You acknowledge and agree that we may use extracts of any Work in the promotion of Stack Copywriting Services.

5. PURCHASER OBLIGATIONS

You must:

(a) Provide any information we reasonably require to complete the Services in a timely manner;

(b) Obtain all necessary permissions and consents which may be required (including from third parties) before the commencement of the Services. For the avoidance of doubt this includes any permission required for us to use third party intellectual property supplied or referenced by you;

(d) Ensure all Work is accurate and appropriate for your business prior to using it.

6. INDEMNIFICATION

You shall indemnify us against all claims, costs and expenses which arise, directly or indirectly, from your breach of any of your obligations under this Agreement.

7. LIMITATION OF LIABILITY

To the maximum extent permitted by law:

(a) we exclude all implied terms of any kind.

(b) our liability to you in respect of any claim or loss whatsoever, however caused, whether in contract, tort (including negligence), under any statute or otherwise, arising from or related in any way to this Agreement (including arising from or related in any way to the Services), is limited in aggregate to the Fee paid by you to us for the Proposal to which the claim relates or $1000.00 (one thousand dollars), whichever is the lesser.

(c) we exclude all liability for indirect and consequential loss or damage of any kind. Without limiting what is or is not indirect or consequential loss, the parties agree this includes loss of revenue of any kind and loss of profits of any kind; failure to realise expected profits or savings of any kind; down time costs; and any other types of losses, of any kind, that are similar to any of the losses described in this clause;

(d) if a statute implies a term into this Agreement, and it cannot be excluded, then our liability for breaching it will be limited (at our option) to resupply or paying the cost of resupply.

8. INDEPENDENT CONTRACTORS

The parties are independent contractors and no other relationship applies (including trust, partnership, joint venture or agency). A party must not (whether expressly or impliedly) bind the other party or enter into any agreements or make any commitments or representations on behalf of the other party.

9. ASSIGNMENT

You may not assign rights or obligations or delegate duties under this Agreement without our prior written consent.

10. WAIVER

The failure by either party to enforce at any time, or for any period, any one or more of these terms and conditions or the Proposal shall not be a waiver of them or of the right at any time subsequently to enforce any provision of this Agreement.

11. ENTIRE AGREEMENT

This Agreement contains the entire agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written. Unless expressly provided elsewhere in this Agreement, this Agreement may be varied only by a document signed by both parties.

12. CUSTOMER TERMS

None of your terms of any kind, in any form, that are provided to us or referred to in any way, apply to or affect this Agreement in any way even if we accepted those terms orally, in writing or by conduct.

13. NO THIRD PARTIES

This Agreement does not confer any rights or benefits upon any third parties (including, to avoid doubt, any of your customers) and any such rights or benefits are excluded.

14. FORCE MAJEURE

We will not be in breach of this Agreement if the breach is caused by an event beyond our reasonable control.

15. GENERAL

(a) This Agreement is governed by the laws of Queensland, Australia. The parties submit to the non-exclusive jurisdiction of the courts of Queensland, Australia.

(b) Nothing in this Agreement affects any non-excludable statutory rights or remedies that you may have

(c) Words like “including”, “for example” and “in particular” (and any similar words), appearing anywhere in the Agreement (including in liability, indemnity and force majeure clauses) are not to be construed as words of limitation.

(d) The following survive the expiry, or termination for any reason, of this Agreement: 1, 2, 4, 6, 7, and 12.