1. Services
In consideration of your payment of the Price, we will provide the Services in accordance with this Agreement, whether ourselves or through our Personnel.
If this Agreement expresses a time within which the Services are to be supplied, we will use reasonable endeavours to provide the Services by such time, but you agree that such time is an estimate only.
All variations to the Services must be agreed in writing between the Parties and will be priced in accordance with any schedule of rates provided by us, or otherwise as reasonably agreed between the Parties. If we consider that any instructions or directions from you constitute a variation to the scope of the Services or our obligations under this Agreement, then we will not be obliged to comply with such instructions or directions unless agreed in accordance with this clause.
Where the Services include a set number of Content Creation Hours, any unused Content Creation Hours may be rolled over to the following month. Content Creation Hours may roll over for up to 3 months. Any Content Creation Hours not used within 3 months of accrual will be deemed to have been utilised, and no compensation will be due to you as a result of the deemed utilisation of the relevant Content Creation Hours.
2. Your Obligations
You agree to (and to the extent applicable, ensure that your Personnel agree to):
- comply with this Agreement, all applicable Laws, and our reasonable requests;
- provide us with all documentation, information, instructions, cooperation and access reasonably necessary to enable us to provide the Services; and
- not (or not attempt to) disclose, or provide access to, the Services to third parties without our prior written consent.
You agree to meet with us on a regular basis (either virtually or face-to-face), at the times and locations as reasonably agreed between the Parties, to discuss the progress of the Services and Deliverables.
You acknowledge and agree that if you do not attend a required meeting, this may delay the provision of the Services and any provided estimated timelines for completion of the Deliverables.
You acknowledge and agree that you are solely responsible for ensuring that any Deliverables comply with all applicable Laws, including any advertising guidelines and regulations applicable to your industry, and complying with any ACCC guidelines. Despite anything to the contrary, to the maximum extent permitted by law, we will not be liable for and you waive and release us from and against any Liability arising from or in connection with your failure to ensure that the Deliverables comply with all applicable Laws.
You agree to pay our additional costs reasonably incurred as a result of you failing to comply with this clause 2.
3. Social Media Channels
You acknowledge and agree that the Services will require us to access and manage your accounts on your Social Media Channels (Accounts). You agree to:
- provide us with appropriate admin-level access to such Accounts as reasonably required;
- maintain such access throughout the Term; and
- not remove or restrict our access without providing reasonable prior written notice.
You acknowledge that:
- the Services rely on third-party platforms (including social media and advertising platforms) which we have no control over;
- these platforms may change their terms, policies, algorithms, or functionality at any time; and
- you are responsible for compliance with all third party platform terms and conditions, including in respect of your Social Media Channels.
We will not be liable for, and you waive and release us from and against any Liability arising from or in connection with any delay in the Services arising from your failure to provide us with access to any Accounts as necessary for us to provide the Services.
4. Branding
You grant us a non-exclusive, royalty-free, worldwide, non-transferable and non-sublicensable (other than to our Personnel and subcontractors as reasonably required to perform the Services) licence to use your name, logo, trade marks and any other branding materials provided by you to us from time to time (Client Brand Assets) during the Term, solely for the purpose of:
- performing our obligations under this Agreement, including creating, producing and publishing the Deliverables and managing your Social Media Channels; and
- where permitted under clause 20, publicising the broad nature of our supply of the Services to you.
In exercising the licence granted under clause 4, we agree to:
- use the Client Brand Assets strictly in accordance with any brand guidelines provided by you to us from time to time;
- not alter, distort or modify the Client Brand Assets in any way that may damage or dilute your brand or reputation;
- not use the Client Brand Assets in any manner that is misleading, deceptive or otherwise contrary to applicable Laws; and
- promptly cease any use of the Client Brand Assets that you reasonably direct us to cease, provided that such direction does not prevent us from performing our obligations under this Agreement.
Nothing in this clause constitutes a transfer or assignment of any Intellectual Property Rights in the Client Brand Assets to us. All goodwill generated through our use of the Client Brand Assets will accrue solely to you.
5. Client Content
Where you provide us with any content, materials, images, videos, copy, trademarks or other assets for use in connection with the Services (Client Content), you represent and warrant that:
- you own or hold valid licences to all Intellectual Property Rights in the Client Content;
- the Client Content does not infringe the Intellectual Property Rights, privacy rights or any other rights of any third party;
- the Client Content complies with all applicable Laws, including the Competition and Consumer Act 2010 (Cth), the Australian Association of National Advertisers Code of Ethics, and any applicable advertising standards;
- you have obtained all necessary consents, releases and permissions (including model releases and location releases) required for the use of the Client Content in the manner contemplated by this Agreement; and
- the Client Content does not contain any material that is defamatory, misleading or deceptive, obscene or otherwise unlawful.
We are not obliged to verify the accuracy, legality or ownership of any Client Content, and we may refuse to use any Client Content that we reasonably consider may expose us to legal risk.
6. Orders
During the Term, you may request us to supply additional Services by notifying us in writing or by any other process we specify (Order Request).
If we accept the Order Request, we will provide you with a formal Order, and once the Order is agreed by both Parties in writing it will be binding in accordance with the terms of this Agreement and the Order.
Each Order is subject to, and will be governed by, this Agreement and any other conditions expressly set out in the Order. To the extent of any ambiguity or discrepancy between an Order and this Agreement, the terms of the Agreement will prevail.
7. Price and Payment
In consideration for us providing the Services, you agree to pay all amounts due under this Agreement in accordance with the Payment Terms.
If any payment has not been made in accordance with the Payment Terms, we may (at our absolute discretion, and without prejudice to any of our rights or remedies under this Agreement or at Law):
- after a period of 5 Business Days from the relevant due date, cease providing the Services, and recover, as a debt due and immediately payable from you, our reasonable additional costs of doing so (including all recovery costs); and/or
- charge interest at a rate equal to the Reserve Bank of Australia’s cash rate, from time to time, plus 2% per annum, calculated daily and compounding monthly, on any such amounts unpaid after the relevant due date in accordance with the Payment Terms.
When applicable, GST payable will be clearly shown on our invoices. You agree to pay us an amount equivalent to the GST imposed on these charges. “GST” has the meaning given in A New Tax System (Goods and Services Tax) Act 1999 (Cth).
You agree that we may vary the Price at any time, by providing 30 days’ written notice to you (Variation Notice Period). If you do not agree to any amendment made to the Price, you may, before the end of the Variation Notice Period, terminate this Agreement by giving us 30 days’ notice in writing, in which case, the proposed variation will not come into effect.
8. Advertising Spend
You authorise us to expend up to the Advertising Spend amount each month on advertising placements with third-party providers (including Google and Meta) in the course of providing the Services. We will pay the Advertising Spend directly to the relevant provider on your behalf, and you agree to reimburse us for all Actualised Advertising Spend in accordance with the Payment Terms.
Without limiting the above, we are authorised to exceed the Advertising Spend by up to 10% in any given month (Permitted Overspend) without requiring your prior written approval, where we reasonably consider such additional expenditure is necessary to optimise campaign performance. Any Permitted Overspend will form part of the Expenses payable by you under this Agreement.
Where we reasonably consider that the Advertising Spend for any given month will exceed the amount set out in the Schedule by more than the Permitted Overspend, we will notify you in writing prior to incurring such additional expenditure and will only proceed with your prior written approval. Any approved excess will form part of the Expenses payable by you under this Agreement.
The Parties may, from time to time, agree in writing to increase the Advertising Spend above the amount set out in the Schedule to reflect your business needs, including in connection with product launches, promotional campaigns or seasonal activity (Increased Spend Period). Any such Increased Spend Period may be agreed via email, and must set out:
- the increased Advertising Spend amount;
- the duration of the Increased Spend Period; and
- any other conditions agreed between the Parties in respect of the increased spend.
Upon expiry of the Increased Spend Period, the Advertising Spend will revert to the amount set out in the Schedule unless otherwise agreed in writing by the Parties.
9. Approval of Deliverables
We agree to grant you with access to the Deliverables for review prior to utilising the relevant Deliverables in any marketing. You agree to provide us with any feedback within 5 Business Days of receiving the Deliverables.
Upon receipt of your feedback, we will amend the relevant Deliverables, provided that your feedback aligns with any original instructions or brief provided to us in respect of the Services. Any feedback that alters the original instructions will be considered new instructions.
If you fail to provide us with feedback within 5 Business Days of receiving the Deliverables, you will be deemed to have accepted the relevant Deliverables.
You acknowledge and agree that:
- final approval of all Deliverables remains with you;
- you are responsible for ensuring that any content approved by you complies with applicable laws, including any advertising standards;
- you accept full responsibility for the accuracy, compliance and suitability for its intended purpose of any Deliverables approved by you or deemed accepted in accordance with this clause.
10. Influencer Partnerships
Where the Services include the engagement or management of influencers or content creators on your behalf (Influencers), you acknowledge and agree that:
- we will act as your agent in engaging Influencers, and any agreement with an Influencer will be between you and the Influencer (unless otherwise agreed in writing);
- we are not responsible for the acts, omissions, content or conduct of any Influencer;
- all Influencer fees, commissions and associated costs are Expenses payable by you under this Agreement;
- you are responsible for ensuring that all Influencer content complies with applicable Laws, including the AANA Code of Ethics, the AANA Distinguishable Advertising Code, and any applicable platform terms; and
- all sponsored or paid content must be clearly disclosed as such in accordance with applicable Laws and platform requirements, and you authorise us to include such disclosures on your behalf.
We will use reasonable endeavours to ensure that Influencer agreements include:
- a licence or assignment of Intellectual Property Rights in any content created by the Influencer sufficient to permit your use in accordance with the Usage Rights;
- appropriate warranties from the Influencer regarding originality and non-infringement;
- compliance obligations regarding advertising disclosure requirements; and
- a right to require removal or amendment of content that does not comply with applicable Laws or your brand guidelines.
Where an Influencer fails to deliver content or breaches their agreement, our Liability is limited to using reasonable endeavours to procure a replacement or remedy. We will not be liable for any Liability arising from an Influencer’s non-performance.
11. Results
You acknowledge that:
- marketing and advertising results depend on numerous factors beyond our control, including market conditions, audience behaviour, and platform algorithms;
- we make no guarantees regarding specific outcomes, metrics or return on investment;
- past performance of campaigns or content does not guarantee future results; and
- platform policies and algorithms may change without notice, potentially affecting campaign performance.
We will monitor the results from each campaign and your social media strategy generally, and work with you to update the strategy when necessary.
12. AI Systems
You acknowledge and agree that we, and our Personnel, may use AI Systems in the provision of the Services. Our use of AI Systems may include data analysis and processing, content and coding generation and modification, automation of routine tasks, quality assurance and testing and service optimisation and improvement. We will take reasonable steps to ensure the accuracy and reliability of any AI Systems we use, we will apply human review and oversight where appropriate and we remain responsible for the Services provided to you in accordance with this Agreement, regardless of whether AI Systems are used in their delivery.
Although we use AI Systems, we agree that we will not use any of your confidential information, Personal Information, Your Materials or any other data or information provided by you to train, develop, improve or enhance any artificial intelligence or machine learning models, algorithms or systems, whether owned by us or any third party.
13. Intellectual Property
As between the Parties:
- we own all Intellectual Property Rights in Our Materials;
- you own all Intellectual Property Rights in Your Materials; and
- nothing in this Agreement constitutes a transfer or assignment of any Intellectual Property Rights in Our Materials or Your Materials.
As between the Parties, ownership of all Intellectual Property Rights in any New Materials will at all times vest, or remain vested, in us upon creation. To the extent that ownership of such Intellectual Property Rights in any New Materials does not automatically vest in us, you hereby assign all such Intellectual Property Rights to us and agree to do all other things necessary to assure our title in such rights.
We grant you a non-exclusive, revocable, royalty-free, worldwide, non-sublicensable and non-transferable right and licence, to use Our Materials that we provide to you and the New Materials, solely for your use and enjoyment of the Services in accordance with the Usage Rights, as contemplated by this Agreement.
You grant us a non-exclusive, irrevocable, royalty-free, worldwide, non-sublicensable (other than to our related bodies corporate, as that term is defined in the Corporations Act 2001 (Cth)) and non-transferable right and licence to use Your Materials that you provide to us solely for the purpose of performing of our obligations or exercising our rights under this Agreement.
If you (if you are an individual) or any of your Personnel have any Moral Rights in any material provided, used or prepared in connection with this Agreement, you agree to (and will procure that your Personnel) consent to our use or infringement of those Moral Rights.
You warrant that our use of Your Materials will not infringe upon the rights of any third party, including any Intellectual Property Rights.
This clause will survive termination or expiry of this Agreement.
14. Confidential Information
Subject to the exceptions below, each Party must (and must ensure that its Personnel) keep confidential, and not use (except to perform its obligations under this Agreement) or permit any unauthorised use of, information provided by the other Party, including information about this Agreement and the other Party’s business and operations.
The above does not apply where the disclosure is required by Law or the disclosure is to a professional adviser in order to obtain advice in relation to matters arising in connection with this Agreement and provided that the disclosing Party ensures the adviser complies with the confidentiality obligations in this clause.
This clause will survive the termination of this Agreement.
15. Privacy
If you are required to provide us with Personal Information so that we can provide the Services, you agree to comply with the Australian Privacy Principles as set out in the Privacy Act 1988 (Cth), and any other applicable Laws relating to privacy (Privacy Laws).
Without limiting this clause, you must ensure that:
- you have collected, used, stored and otherwise dealt with Personal Information in accordance with all Privacy Laws; and
- we are capable of collecting, using, storing and otherwise dealing with Personal Information, in the manner contemplated by this Agreement, without infringing any third party rights or violating any Privacy Laws.
Without limiting this clause, you agree to only disclose Personal Information to us if:
- you are authorised by the Privacy Laws to collect the Personal Information and to use or disclose it in the manner required by this Agreement; and
- you have informed the individual to whom the Personal Information relates, that their Personal Information will be disclosed to us.
We agree to handle any Personal Information you provide to us solely for the purpose of performing our obligations under this Agreement, and in accordance with any applicable Laws.
16. Australian Consumer Law
Certain legislation, including the Australian Consumer Law, and similar consumer protection laws and regulations, may confer you with rights, warranties, guarantees and remedies relating to the supply of the Services by us to you which cannot be excluded, restricted or modified (Consumer Law Rights). To the extent that you maintain Consumer Law Rights at Law, nothing in this Agreement excludes those Consumer Law Rights.
Subject to your Consumer Law Rights, we provide all material, work and services (including the Services) to you without conditions or warranties of any kind, implied or otherwise, whether in statute, at Law or on any other basis, except where expressly set out in this Agreement.
This clause will survive the termination or expiry of this Agreement.
17. Liability
Despite anything to the contrary, to the maximum extent permitted by law, you agree to indemnify us and hold us harmless from and against any Liability arising from or in connection with:
- you (or your Personnel) breaching, or causing us or any of our Personnel to be in breach of, any third party’s rights (including Intellectual Property Rights); and
- you (or your Personnel) breaching, or causing us or any of our Personnel to be in breach of, any applicable Laws.
Despite anything to the contrary but subject to your Consumer Law Rights, to the maximum extent permitted by Law:
- neither Party will be liable for Consequential Loss;
- a Party’s liability for any Liability under this Agreement will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other Party (or any of its Personnel), including any failure by that other Party to mitigate its loss;
- where our Services are not ordinarily acquired for personal, domestic or household use or consumption, in respect of any failure by us to comply with relevant Consumer Law Rights, our Liability is limited (at our discretion) to supplying the Services again or paying the cost of having the Services supplied again; and
- our aggregate liability for any Liability arising from or in connection with this Agreement will be limited to the Price paid by you to us in the 12 months immediately preceding the event giving rise to the relevant Liability.
This clause will survive the termination or expiry of this Agreement.
18. Non-Solicitation
During the Restraint Period, each Party agrees that it will not (whether inadvertently, directly, indirectly, or through any third party), without the prior written consent of the other Party, directly or indirectly, solicit, induce or encourage any Personnel of the other Party (who were Personnel at the date of termination or expiry of this Agreement or within the 12 months prior) to leave their engagement or employment with that other Party.
Each Party agrees that:
- the terms of this clause are reasonable given the nature of each Party’s business, are necessary to protect each Party’s legitimate business interests and do not unreasonably restrict its right to carry on its profession or trade;
- the other Party may seek legal remedies (including equitable remedies) for a breach of this clause; and
- on request, it agrees to provide the other Party with evidence sufficient to enable the other Party to confirm its compliance with this clause.
For the purposes of this clause, Restraint Period means the Term, and:
- 12 months after the Term of this Agreement; or (if that duration is deemed unreasonable by a court)
- 9 months after the Term of this Agreement; or (if that duration is deemed unreasonable by a court)
- 6 months after the Term of this Agreement.
19. Term and Termination
This Agreement will operate for the Term.
Either Party may terminate this Agreement at any time by giving 90 days’ notice in writing to the other Party.
Unless otherwise agreed between the Parties, if this Agreement is terminated then any outstanding Orders will continue in accordance with the terms of the Order (and this Agreement) until such time as the Order is complete or the Order is otherwise terminated in accordance with its terms.
This Agreement will terminate immediately upon written notice by a Party (Non-Defaulting Party) if:
- the other Party (Defaulting Party) breaches a material term of this Agreement and that breach has not been remedied within 10 Business Days of the Defaulting Party being notified of the breach by the Non-Defaulting Party; or
- the Defaulting Party goes bankrupt, insolvent or is otherwise unable to pay its debts as they fall due.
Upon expiry or termination of this Agreement:
- without limiting and subject to your Consumer Law Rights, any payments made by you to us for Services already performed are not refundable to you;
- you are to pay for all Services provided prior to termination, including Services which have been provided and have not yet been invoiced to you, and all other amounts due and payable under this Agreement;
- where this Agreement is terminated by us for default, you also agree to pay us our additional costs, reasonably incurred, and which arise directly from such termination (including recovery fees); and
- we may retain your documents and information (including copies) to the extent required by Law or pursuant to any information technology back-up procedure, provided that we handle your information in accordance with our confidentiality obligations.
Termination of this Agreement will not affect any rights or liabilities that a Party has accrued under it.
This clause will survive the termination or expiry of this Agreement.
20. General
Amendment. This Agreement may only be amended by written instrument executed by the Parties, except as otherwise expressly permitted under this Agreement.
Assignment. A Party must not assign, novate or deal with the whole or any part of its rights or obligations under this Agreement without the prior written consent of the other Party (such consent is not to be unreasonably withheld), except as otherwise expressly permitted under this Agreement.
Assignment of Debt. You agree that we may assign or transfer any debt owed by you to us, arising under or in connection with this Agreement, to a debt collector, debt collection agency, or other third party.
Counterparts. This Agreement may be executed in any number of counterparts that together will form one instrument.
Disputes. A Party may not commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, this Agreement (including any question regarding its existence, validity or termination) (Dispute) without first complying with this clause. A Party claiming that a Dispute has arisen must give written notice to the other Party specifying the nature of the Dispute (Dispute Notice). The Parties must meet (whether in person, by telephone or video conference) within 10 Business Days of service of the Dispute Notice to seek (in good faith) to resolve the Dispute.
If the Parties do not resolve the Dispute within 20 Business Days of the date the Dispute Notice was served (or such further period as agreed in writing by the Parties), either Party may:
- where you are resident or incorporated in Australia, refer the matter to mediation, administered by the Australian Disputes Centre, to be conducted in Melbourne, Victoria, in accordance with the Australian Disputes Centre Guidelines for Commercial Mediation; or
- where you are not resident or incorporated in Australia, refer the matter to arbitration administered by the Australian Centre for International Commercial Arbitration, with such arbitration to be conducted in Melbourne, Victoria, before one arbitrator, in English and in accordance with the ACICA Arbitration Rules.
Nothing in this clause will operate to prevent a Party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.
Entire Agreement. Subject to your Consumer Law Rights, this Agreement contains the entire understanding between the Parties and the Parties agree that no representation or statement has been made to, or relied upon by, either of the Parties, except as expressly stipulated in this Agreement, and this Agreement supersedes all previous discussions, communications, negotiations, understandings, representations, warranties, commitments and agreements, in respect of its subject matter.
Force Majeure. Neither Party will be liable for any delay or failure to perform their respective obligations under this Agreement if such delay or failure is caused or contributed to by a Force Majeure Event, provided that the Party seeking to rely on the benefit of this clause:
- as soon as reasonably practical, notifies the other Party in writing of details of the Force Majeure Event, and the extent to which it is unable to perform its obligations; and
- uses reasonable endeavours to minimise the duration and adverse consequences of the Force Majeure Event.
Where the Force Majeure Event prevents a Party from performing a material obligation under this Agreement for a period in excess of 60 days, then the other Party may by notice terminate this Agreement, which will be effective immediately, unless otherwise stated in the notice. This clause will not apply to a Party’s obligation to pay any amount that is due and payable to the other Party under this Agreement.
Governing Law. This Agreement is governed by the laws of Victoria. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in Victoria and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.
Notices. Any notice given under this Agreement must be in writing addressed to the addresses set out in this Agreement, or the relevant address last notified by the recipient to the Parties in accordance with this clause. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.
Publicity. Despite our confidentiality obligations, you agree that we may advertise or publicise the broad nature of our supply of the Services to you, including on our website or in our promotional material.
Relationship of Parties. This Agreement is not intended to create a partnership, joint venture, employment or agency relationship between the Parties.
Subcontracting. We may subcontract the provision of any part of the Services without your prior written consent. We agree that any subcontracting does not discharge us from any liability under this Agreement and that we are liable for the acts and omissions of our subcontractor.
21. Definitions
In this Agreement, unless the context otherwise requires, capitalised terms have the meanings given to them in the Schedule, and:
Actualised Advertising Spend is the amount of the Advertising Spend that we actually utilise on advertising, including via Google and Meta, in any given month, as invoiced by us to you.
AI System means any machine-based system that can, for given sets of objectives, generate outputs such as predictions, recommendations, decisions, or content that can influence the environment it interacts with, and includes generative AI tools, large language models, chatbots, and AI-assisted productivity tools.
Australian Consumer Law means the Australian consumer laws set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth), as amended, from time to time.
Agreement means these terms and conditions and any agreed Order issued under it and any documents attached to, or referred to in, each of them.
Business Day means a day on which banks are open for general banking business in Melbourne, Victoria, excluding Saturdays, Sundays and public holidays.
Client Content has the meaning given in clause 5.
Commencement Date means the date this Agreement is signed by the last of the Parties.
Consequential Loss includes any consequential loss, special or indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise. However, your obligation to pay us the Price and any other amounts payable under this Agreement will not constitute “Consequential Loss”.
Consumer Law Rights has the meaning given in clause 16.
Deliverables means any materials, goods, items or other deliverables forming part of the Services, as particularised in the Schedule or any Order.
Force Majeure Event means any event or circumstance which is beyond a Party’s reasonable control including but not limited to, acts of God including fire, hurricane, typhoon, earthquake, landslide, tsunami, mudslide or other catastrophic natural disaster, civil riot, civil rebellion, revolution, terrorism, insurrection, militarily usurped power, act of sabotage, act of a public enemy, war (whether declared or not) or other like hostilities, ionising radiation, contamination by radioactivity, nuclear, chemical or biological contamination, any widespread illness, quarantine or government sanctioned ordinance or shutdown, pandemic or epidemic.
Intellectual Property Rights or Intellectual Property means any and all existing and future rights throughout the world conferred by statute, common law, equity or any corresponding law in relation to any copyright, designs, patents or trade marks, domain names, know-how, inventions, processes, trade secrets or confidential information, circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing, whether or not registered or registrable.
Law means all applicable laws, regulations, codes, guidelines, policies, protocols, consents, approvals, permits and licences, and any requirements or directions given by any government or similar authority with the power to bind or impose obligations on the relevant Party in connection with this Agreement or the supply of the Services.
Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a Party to this Agreement or otherwise.
Moral Rights has the meaning given in the Copyright Act 1968 (Cth) and includes any similar rights in any jurisdiction in the world.
New Materials means all Intellectual Property developed, adapted, modified or created by or on behalf of us or you or any of your or our respective Personnel in connection with this Agreement or the supply of the Services (including the Deliverables), whether before or after the date of this Agreement and any improvements, modifications or enhancements of such Intellectual Property, but excludes Our Materials and Your Materials.
Order means an order for the supply of Services, placed in accordance with clause 6 of this Agreement.
Our Materials means all Intellectual Property which is owned by or licensed to us and any improvements, modifications or enhancements of such Intellectual Property, but excludes New Materials and Your Materials.
Personal Information means information or an opinion, whether true or not and whether recorded in a material form or not, about an individual who is identified or reasonably identifiable.
Personnel means, in respect of a Party, any of its employees, consultants, suppliers, subcontractors or agents, but in respect of you, does not include us.
Price means the price set out in the Schedule or any Order, as adjusted in accordance with this Agreement.
Project Services means the project services set out in the Schedule or any Order, as adjusted in accordance with this Agreement.
Retainer Services means the retainer services set out in the Schedule or any Order, as adjusted in accordance with this Agreement.
Schedule means the schedule to this Agreement.
Services means the services set out in the Schedule or any Order, including the Retainer Services and the Project Services, as adjusted in accordance with this Agreement.
Usage Rights has the meaning given in the Schedule.
Your Materials means all Intellectual Property owned or licensed by you or your Personnel before the Commencement Date (which is not connected to this Agreement) and/or developed by or on behalf of you or your Personnel independently of this Agreement, including the Client Content, and any improvements, modifications or enhancements of such Intellectual Property, but excludes Our Materials and New Materials.
