Terms + Conditions

This document contains the Unfiltered Agency Terms & Conditions (Terms) which are referred to in the Unfiltered Agency estimates and cost summary documents.

Commencement of Work

Acceptance of quote/proposal from Unfiltered Agency constitutes agreement to these terms and conditions.

 

Fees

In consideration for us providing the Services, you must pay us the fees specified in your quote/proposal for the Duration agreed.

Fees are payable in advance without deduction, set off or counterclaim, by way of:

  1. equal monthly instalments payable on the date of each month that corresponds to the Commencement Date (e.g. if your Commencement Date is 15 November your first payment will be on that date and your second payment will be on 15 December); or

  2. one annual lump sum payable on each anniversary of the Commencement Date;(the Billing Date).

 

Your first payment of the Fees is due on the Commencement Date.

 

Billing

Fees are to be paid via the following payment method.

Invoice

Unfiltered Agency will issue you with an invoice for the Fees on or around each Billing Date. Within seven days of receipt of each invoice, you must pay the Fees to us in full via the method nominated in the invoice without exception. Any overdue invoices that fall beyond 7 days of the invoice due date will result in all work ceasing on the account. All posts, monitoring/responding and advertising campaigns will cease with immediate effect. Work will resume as soon as payment is received into our nominated account. A fee of $50 will be applied to the next invoice to cover re-instatement of the account.

Any overdue invoices that fall beyond 4 weeks from the invoice due date will, by default, be referred to our nominated debt recovery agency. All costs associated with pursing the debt will be your liability and added to the final amount payable.

Pay per Use

Any services you have requested which are outside of the scope of Services identified in your Quotation will be charged via your Payment Method before we provide the Extra Services.

Social Media and Content Management Services

Unfiltered Agency has no control over the policies of Facebook, Twitter, YouTube, LinkedIn and all other social media channels being utilised for campaigns. Unfiltered Agency has no say with respect to the type of content that social media channels accept now or in the future.

You acknowledge that Unfiltered Agency makes no warranty that the Social Media Campaign will generate any increase in sales, business activity, profits or any other form of improvement for your business or any other purpose.

You guarantee any elements of text, graphics, photos, designs, trademarks, or other artwork provided to Unfiltered Agency for inclusion in any campaigns are owned by you, or that you have received permission from the rightful owner(s) to use each of the elements.

Minimum term of any Social Media and Content Management service is three months. Cancellations of any ongoing Social Media Services must be made in writing. If Unfiltered Agency Social does not receive notification that the campaign should be stopped after the three month period in writing, you agree that Unfiltered Agency will continue working and payments will continue to be made on a monthly basis.

Unfiltered Agency reserves the right to reject or discontinue the social media services where we are unable to provide the services due to technical, ethical, legal, or other matters. Where applicable, Unfiltered Agency will refund your money for any services not yet rendered.

The Services

We will endeavour to provide the Services:

  1. in a timely manner;

  2. with due care and skill;

  3. in accordance with the Social Media Terms; and

  4. in accordance with your reasonable instructions.

You hereby authorise us to do all things we deem necessary to provide the Services effectively, including but not limited to carrying out the following actions on Social Media Sites on your behalf and under your name throughout the Duration:

  1. create, maintain and control accounts and access information;

  2. post content and use any other functionality including advertising;

  3. manage responses from and interact with users; and

  4. manage business connections.

Content

In the course of providing the Services, we will generate promotional and marketing content in relation to your business for publication on the Social Media Sites. The quantity and type of Provider Content created and published will vary from time to time at our discretion, based upon the social media strategy or training we are implementing for your business.

In order to create Provider Content we will require information from you about your business. This may include access information for the Social Media Sites or your existing websites, data, content, text, images, logos, trademarks, promotional materials, product or service information, comments, reviews, audio and video clips or anything else you provide to us or which you otherwise disseminate yourself (Owner Content).

We will not publish or otherwise disseminate any Provider Content without your approval to do so (Approval). Approval may be requested by us and/or given by you either in writing or verbally.

You must respond to any request for Approval or Owner Content in a timely manner as your failure to do so may impact on our ability to provide the Services effectively.

Despite anything to the contrary in this Agreement, you acknowledge that, in the course of providing the Services, we may, at our sole discretion:

  1. refuse to use or publish any Provider Content or Owner Content (collectively, Content);

  2. delay in providing the Services if you have not responded to a request for Owner Content or Approval;

  3. remove or modify any published Content; and

  4. change our social media strategy for your business.

Interactions

You may receive comments, emails, messages, reviews, enquiries, requests or any other content published by third parties on the Social Media Sites (Third Party Content). We will interact with Third Party Content on your behalf and in your name, at our discretion, in the course of providing the Services such as by responding to, deleting or editing the Third Party Content (Interactions).

Monitoring

Unfiltered Agency will be monitoring your relevant Social Media Page(s) Monday to Sunday from morning until night, including all weekends and public holidays.

Social Media Marketing

It is your responsibility to ensure your Facebook advertising account meets all payments without failure or delay. Should this happen on more than two occasions; it may severely damage your campaign (as per Facebook’s algorithm), which is beyond our control.

Campaigns can be paused within contract on a monthly basis for a total maximum period of two months. A pause fee is applicable.

Extra Services

You may from time to time request that we provide Extra Services. These may be authorised by you in writing or verbally. Any Extra Services will be provided subject to this Agreement.

Your Obligations

You agree and warrant to us for the Duration that:

  1. our use of any Content when providing the Services will not violate any Applicable Laws or Social Media Terms;

  2. you are entitled to use and authorise us to use, any Owner Content in connection with the Services and our use of any Owner Content will not infringe any third party rights;

  3. you will not provide Owner Content that is illegal, defamatory, abusive, harassing, pornographic, indecent, obscene, hateful, racist, or otherwise objectionable;

  4. you will provide us with true, accurate, complete and current information pertaining to your business as necessary for the provision of the Services;

  5. you will promptly provide us with any assistance and information requested by us to provide the Services including responding to any correspondence from us in a timely manner;

  6. you will familiarise yourself with and comply with the Social Media Terms in your own use of the Social Media Sites;

  7. you will not use or interact with the Social Media Sites, the Content or Third Party Content improperly or illegally or otherwise in a manner that contradicts or hinders our provision of the Services effectively;

  8. you will promptly advise us of any improper or illegal activity on the Social Media Sites or if you suspect the security of or access to the Social Media Sites has been compromised;

  9. you are solely responsible for ensuring that any Content complies with any specific laws or regulations applying to your business.

 

Intellectual Property

You retain all Intellectual Property Rights in the Owner Content and all Intellectual Property Rights in the Provider Content vests in you upon creation.

Despite the above, we solely retain all rights, title and interest, including Intellectual Property Rights, in any of our Confidential Information, including that which has been used in the course of providing the Services.

You grant to us, for the Duration, a non-exclusive, worldwide, royalty free license to use, perform, reproduce, display, publish, adapt, modify, transmit, distribute, improve, create derivative works from, sub-license and otherwise exploit the Content for the purpose of providing the Services.

You also grant to us a perpetual, non-exclusive, worldwide, royalty free license to use your business’ name, trademarks and other branding and any comments or feedback you provide us with, for the limited purpose of marketing our own business both during and after the Duration.

You will not attempt to copy, reproduce, decompile, reverse engineer, disassemble, manipulate, impair or disable our Confidential Information.

Termination

We may terminate this agreement immediately without notice to you if you:

  1. fail to pay any amount due to us when required under this Agreement and do not remedy this within seven days of the date the amount was due;

  2. breach the Social Media Terms or any Applicable Laws;

  3. fail to remedy any other breach of this Agreement within ten days of notice from us; or

  4. we become aware of any act or omission by you or a third party in connection with your business or the Services that we reasonably believe could result in significant harm or legal liability for us or damage to our reputation; (Default).

Either party may otherwise terminate this Agreement upon giving the other party thirty days prior notice.

 

Confidentiality

It is agreed that employees of Unfiltered Agency shall not at any time either during the continuance of the work outlined or thereafter, except in the course of their duties, divulge any of the confidential affairs of The Client or any of its clients or associated companies to anyone whatsoever without the previous consent in writing of The Client.

Late Payments and Default

Accounts which are not paid within 7 days will incur a late administration fee of $20. Accounts which remain outstanding for 14 days after the date of invoice will incur an additional late payment fee equivalent to 5% of the project costs for each week payment is outstanding.

An account shall be considered in default if it remains unpaid for 30 days from the date of invoice or The Client has stated expressly that they do not intend to pay an invoice by “Unfiltered Agency “, unless prior arrangements have been made. Creative Minds shall at it’s sole discretion suspend any and all services provided to the client by Creative Minds or it’s subsidiaries (including but not limited to hosting, websites designed files, concepts, artwork, and email) and employ debt collection measures until the total outstanding balance has been fully paid. This includes any and all unpaid monies due for services ordered, including, but not limited to design, hosting, domain registration, search engine submission, maintenance, sub-contractors, printers, photographers and libraries plus bank interest calculated daily for each day payment is overdue.

Suspension of such services does not relieve the client of its obligation to pay the due amount. Files on external servers, such as hosted e-commerce solutions will be removed and held until payment is made or for 30 days until the client has paid for their invoices in full.

The Client whose account is in default agrees to pay Unfiltered Agency reasonable legal expenses and third party collection agency fees in the enforcement of these Terms and Conditions.

Expiry and Renewal

This Agreement will automatically renew on a month to month basis (Monthly Agreement). Either party may terminate the Monthly Agreement by giving the other party sixty days prior notice.

Liability

To the maximum extent permitted by law, our Services are provided ‘as is’ and ‘as available’ with all faults and without any warranty, guarantee or representation made by us as to the accuracy, reliability or completeness of the Services. In particular, we do not guarantee, warrant or represent that the Services will achieve any specific results for your business (such as increased Social Media Site traffic, sales or otherwise).

We disclaim all liability for any loss or damage (including, but not limited to, special, indirect, consequential loss or damage, loss of profits or loss of data), howsoever arising directly or indirectly in connection with:

the provision of the Services;

the Content;

the Social Media Sites;

Third Party Content and Interactions;

any breach of this Agreement by you;

any delay in providing the Services due to circumstances beyond our control or your failure to provide any instructions or information; and

your business and use of the Social Media Sites.

These Terms of Use do not limit any non-waivable rights that you may be entitled to by law. Our Services come with guarantees that cannot be excluded under the Australian Consumer Law set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth). You may be entitled to a resupply or refund for a major failure of the Services. You may also be entitled to compensation for any reasonably foreseeable loss or damage caused by a failure of the Services. Where our liability cannot be fully excluded by law, we limit our maximum liability at our option, to:

the supply of the Services again; or

the payment of the cost of having the Services supplied again.

General

  1. This Agreement may only be amended by written agreement between all parties;

  2. You may only assign your rights and obligations under this Agreement with our written consent;

  3. This Agreement supersedes all previous agreements about its subject matter and any agreements collateral to those agreements. This document embodies the entire agreement between the parties;

  4. The failure of a party to require full or partial performance of a provision of this Agreement does not affect the right of that party to require performance subsequently;

  5. A right under this Agreement may only be waived in writing signed by the party granting the waiver, and is effective only to the extent specifically set out in that waiver;

  6. The laws of Queensland, Australia govern this Agreement;

  7. A clause or part of a clause of this Agreement that is illegal or unenforceable may be severed from this Agreement and the remaining clauses or parts of the clause continue in force;

  8. Unless otherwise expressly stated in this Agreement, any notice or consent to be given to a party under this Agreement is only effective if given in writing to that party;

  9. This Agreement shall prevail to the extent of any inconsistency between them and any other document associated with the transactions contemplated by this Agreement;

  10. A reference to a party includes that party’s related entities, employees, agents and contractors;

  11. We may subcontract to any party the performance of all or any of our obligations under this Agreement; and

  12. The Continuing Clauses survive termination or expiry of this Agreement.