VERSION 1 © 2024 SAAR® MEDIA. ALL RIGHTS RESERVED.
*These Terms and Conditions are to be read in conjunction with the Service Specifications and Annexure supplied when onboarding with SAAR® Media (SM). Any capitalised terms used in these Terms & Conditions have the meaning set out in the Services Specifications.
**In the event of any inconsistency between the Services Specifications and these Terms & Conditions, the Services Specifications shall take precedence.
1.1 The Client wishes to engage the SM to provide the services set out in Item 5 of the Services Specifications and SM has agreed to accept such engagement, on the terms and conditions set out in this Agreement (“Engagement”).
1.2 The Engagement is subject to any Special Conditions set out in Item 7 of the Services Specifications.
2.1 The Engagement will commence on the Commencement Date and will continue for the Initial Period and (if applicable) the Extension Period unless and until terminated in accordance with these Terms & Conditions (“Term”).
2.2 The Client may terminate this Agreement by giving thirty (30) days written notice to SM, unless otherwise agreed.
3.1 Subject to the Client fulfilling its obligations set out in Clause 6 below, SM agrees to provide the services set out in Item 5 of the Key Terms and (where applicable) deliver the Deliverables in accordance with the timeframes set out in Item 6 of the Key Terms (“Services”).
3.2 The parties may mutually agree to change the Services Specifications in writing from time to time.
3.3 The provision of the Services and/or Deliverables may be based on factors which are outside the direct control of SM, and SM is not responsible for any loss or damage that may arise from such factors, including but not limited to third party search engines, management systems or platforms.
3.4 The Client agrees that SM is not responsible for any loss or damage that may arise from third party links, systems, software or other failings outside the control of SM.
3.5 SM reserves the right to include its reasonable branding on certain Deliverables (e.g., website creation), unless otherwise agreed. The Client agrees not to alter and to maintain such branding on the Deliverables, as applicable.
4.1 The Client is entitled to request two (2) rounds of reasonable changes to the Services within five (5) days of delivery and/or finalisation of the Services to the Client, unless otherwise agreed.
4.2 In the event the Client wishes to request a change outside of Clause 4.1 and/or SM determines that additional hours are required to complete the Services, the Client shall incur a fee calculated at $167.00 per hour plus GST or as otherwise advised by SM (“Change Fee”). For the avoidance of doubt, SM is under no obligation to accept any such request made under this Clause.
4.3 Any changes to the Services requested must be made in writing to SM via the email set out in Item 1 of the Services Specifications.
5.1 In consideration of the Services, the Client agrees to pay SM the Service Fee set out in Item 4 of the Services Specifications (“Service Fee”).
5.2 SM shall provide the Client with an Invoice for the Fees payable under this Agreement on a monthly basis (“Invoice”).
5.3 The Client shall pay the Fees to SM as directed on the Invoice within 7 days of receiving the Invoice.
5.4 The Client agrees that no work shall commence until the Service Fee is received in full and on time.
5.5 If the Fees are not received in full within 21 days after the Invoice is issued, SM reserves the right to suspend the Services until the outstanding Fees are received in full.
5.6 For the purposes of this Agreement, “Fees” shall mean the Service Fee, Other Fee, Change Fee and any other fees payable in connection with this Engagement.
6.1 Where applicable, the Client shall promptly provide access, reasonable assistance and authorisation to the relevant accounts, websites, information, systems, assets and/or other materials (including but not limited to blog articles or online content) to SM for the purposes of this Engagement.
6.2 Without limiting Clause 6.1, the Client, for the purposes of the Engagement, agrees to (where applicable):
(a) Authorise SM to add links and/or content to the Website as SM may deem appropriate or necessary for the purposes of delivering the Services;
(b) Provide reasonable assistance as SM may request, including, but not limited to, providing source code and other statistical, diagnostic information and other relevant information required to enable SM to deliver the Services; and
(c) When advised by SM, notify SM of any changes or factors that may affect the Services as soon as practicable, but no later than (2) business days.
7.1 All technology and content provided by SM, unless specified otherwise is owned by or licensed to SM. Such content includes but is not limited to text, graphics, logos, icons, images, sound clips, video clips, data compilations, page layouts, underlying code and software.
7.2 The Client will retain ownership of any data, information and/or intellectual property (including content, imagery, photographs) provided to SM for the purposes of the Engagement, except for the raw footage created by SM in relation to video-producing services (“Client Data”). The Client grants SM the irrevocable, non-exclusive right to use the Client Data for the purposes of the Engagement during the Term throughout the World.
7.3 The Client hereby warrants that the:
(a) Client owns the intellectual property rights in the Client Data;
(b) Client Data does not infringe the intellectual property rights of a third party;
(c) Client Data is not fraudulent, stolen, or otherwise unlawful; and
(d) Client Data does not contain viruses or other computer codes, files or programs which are designed to limit or destroy the functionality of any other computer software or hardware.
7.4 The Client hereby authorises SM to use the Client’s name and/or logo on SM’s website and social media accounts for the purposes of promoting SM’s business.
8.1 Each party must not, without the prior written consent of the other, use or disclose the other party’s Confidential Information unless expressly permitted by this Agreement or required to do so by law.
8.2 Each party may:
(a) Use the Confidential Information of the other party solely for the purposes of complying with its obligations and exercising its rights under this Agreement; and
(b) Disclose the Confidential Information to its employees, agents or advisors to the extent necessary for them to know the information for the purposes related to this Agreement but only if reasonable steps are taken to ensure that the confidentiality of the information is retained.
8.3 For the purpose of this Clause 8 of these Terms and Conditions, “Confidential Information” means any information relating to the terms of this Agreement, technical or commercial know-how, specifications, inventions, processes, initiatives or any other information whether in writing or, to which a party gains access to, which the other party has advised as being confidential.
9.1 Each party indemnifies the other against any claim, loss, damage, suit, action, proceedings, costs or expenses (including legal costs) of any nature whatsoever made against either party or which either party may suffer or incur by reason of any breach or alleged breach of this Agreement by either party, such indemnity being without prejudice to any other right or remedy of either party in respect of such breach.
10.1 SM makes no warranty that the Engagement will generate any increase in sales or business activity for the Client, including but not limited to any specific result or ranking on any search engine.
10.2 To the fullest extent permitted by law, SM excludes all representations, warranties or terms (whether express or implied) other than those expressly set out in this Agreement. For the avoidance of doubt, SM does not warrant or make any representations concerning the accuracy, likely results, or reliability in connection with the Engagement, or that the Services will be secure or free of viruses, other harmful material or elements, or will be uninterrupted or error-free. This Agreement is to be read subject to any legislation, which prohibits or restricts the exclusion, restriction or modification of any implied warranties, conditions or obligations.
10.3 SM is not liable for any consequential loss, loss of profit (actual or anticipated) or for other damages of any kind, however caused or arising in any way out of or in connection with the Engagement, including but not limited to any loss or damage arising from any sale of any product or service via the Client’s website, loss of data or business, interruption of business, social media accounts, websites and/or Services.
10.4 In providing certain Services, SM is not liable or responsible for any:
(a) Adverse search engine results or rankings in connection with the Client’s business;
(b) Changes or additions made to the Client’s website or content made by other parties that may affect the Services; or
(c) Search engine bans or suspensions.
11.1 The Client commits an “Event of Default” if it:
(a) Fails to pay the Service Fee in accordance with Clause 5 of these Terms and Conditions;
(b) Contravenes any obligations or warranties pursuant to the terms of this Agreement;
(c) Fails to respond to SM’s communication in a timely manner;
(d) Commits any act of dishonesty, fraud, willful disobedience, or gross misconduct;
(e) Becomes bankrupt or suffers an insolvency event.
(f) Fails to act in a professional manner; or
(g) Disparages SM on social media, forums, reviews or websites.
11.2 SM may terminate this Agreement if the Client commits an Event of Default and fails the same within seven (7) days of receipt of written notice from SM. Any termination by SM pursuant to this Clause shall not prejudice any other rights or remedies SM may have in respect of any Event of Default or breach of this Agreement.
11.3. Upon termination of this Agreement for any reason, the Client is still liable to pay SM any Fees that would otherwise be payable up until the date of termination.
12.1 Neither Party will be held responsible or accept liability for any loss incurred by the other which is due to pandemics, strikes, lockout, industrial disputes, acts of God, war, riots, civil disturbances, fire, flood, explosion, failure of power supply or any order of direction of any local state or federal government or instrumentality or any other matter or thing outside the reasonable control of the parties, including COVID-19 (“Force Majeure”) which may result in a failure or delay to perform an obligation under this Agreement.
12.2 In the event that the Services (or any part thereof) is delayed or requires rescheduling as a result of a Force Majeure event, the parties shall mutually agree to re-schedule or amend the Services in order to give effect to this Agreement.
12.3 Notwithstanding the above, either Party shall have the right to terminate this Agreement if a Force Majeure event occurs that causes the Services to be rendered impossible or infeasible to stage for any reason beyond the control either Party; or if the parties are unable to mutually agree under Clause 12.2 for a period of 90 days.
13.1 Each person signing this Agreement warrants to the other that they have the right and authority to enter into this Agreement.
13.2 This Agreement may only be varied in writing signed by both parties.
13.3 A waiver by one party of another party’s default under this Agreement will not constitute a release of the defaulting party’s obligation to observe and perform all of its obligations under this Agreement in the future.
13.4 This Agreement embodies the entire agreement and understanding between the parties concerning its subject matter and succeed and cancel all other agreements and understandings concerning the subject matter of this Agreement.
13.5 The Client must not transfer or assign its rights or obligations under this Agreement to a third party without first obtaining SM’s prior written consent.
13.6 This Agreement may be executed in two or more counterparts each of which will be deemed an original, but all of which will constitute one and the same document.
13.7 This Agreement is to be governed by and construed in accordance with the laws of the State of Victoria, Australia. Each party irrevocably submits to the non-executive jurisdiction of the courts of that State, with respect to any proceedings which may be brought at any time relating to this Agreement.
Bank: Australia and New Zealand Banking Group Limited (ANZ)
SAAR MEDIA & ENTERTAINMENT PTY LTD T/A SAAR® Media
ABN: 71 607 723 277
Address: Suite 484/585 Little Collins St, Melbourne VIC 3000
Phone: 1300 945 302 | + 61 481 003 00
Please contact SAAR® Media if you have any questions about these Terms of Business.