These terms of business apply to the services you have engaged us to provide under the attached engagement letter. Our engagement letter and these terms of business form the entire agreement between us about those services. They replace any earlier agreements, representations or discussions. If anything in these terms of business is inconsistent with our engagement letter, our engagement letter takes precedence.

1. Our services

1.1 Scope – We will perform the services described in our engagement letter with reasonable skill and care.

1.2. Changes – Either of us may request a change to the services, or anything else in this agreement. A change will not be effective unless we have both agreed to it in writing.

1.3. Oral advice and draft deliverables – You may only rely on our final written deliverables. If you wish to rely on something we have told you, please let us know so that we can prepare a written deliverable on which you may rely.

1.4 Services for your benefit – Our services are provided solely for your use for the purpose set out in our engagement letter or the relevant deliverable. If a vendor wants to use content we have created, you must make a request in writing. 

1.5. Content usage - By signing this agreement you are agreeing to Shadow Social using your content for their own marketing purposes. 

1.6. No liability to third parties – We accept no liability or responsibility to any third party in connection with our services. You agree to indemnify us against any liability (including legal costs) that we incur in connection with any claim by a third party arising from your breach of this agreement.

2. Your responsibilities

2.1. Generally – You agree to:

provide us promptly with all information, instructions and access to third parties we reasonably require to perform the services

ensure we are permitted to use any third party information or intellectual property rights you require us to use to perform the services.

2.2. Information – You agree to:

ensure that information provided to us is accurate, complete and not misleading 

alert us to changes to information provided to us

2.3. Interdependence – Our performance depends on you also performing your obligations under this agreement. You agree that we are not liable for any default that arises because you do not fulfil your obligations.

3. Fees, expenses and costs

3.1. Payment for services – You agree to pay us fees for our services on the basis set out in our engagement letter, plus any GST we are required to pay in connection with the services.

3.2. Expenses – You agree to pay any reasonable expenses we incur in connection with the services, plus GST at the prevailing rate (to the extent applicable).

3.3. Invoices and payment – We will invoice you for the balance of our fees and expenses one month prior to the date of the job, unless we have agreed alternative arrangements in our letter of engagement. You agree to pay the invoiced amount within 14 days of the invoice date.

4. Confidentiality and privacy

4.1. Confidential information – We agree not to disclose each other’s confidential information, except for disclosures required by law or confidential disclosures under our respective policies.

4.2. Referring to you and the services – We may wish to refer to you and the nature of the services we have performed for you when marketing our services. You agree that we may do so, provided we do not disclose your confidential information.

4.3. Purging of content - All content will be kept on file for up to 3 months after the date in this letter. You are responsible for downloading all files for your own records. We are not responsible for any lost content past the 3 month purge period. 

5. Liability

5.1. Consequential loss – To the extent permitted by law, we exclude all liability for:

5.1.1. loss or corruption of data

5.1.2. loss of profit, goodwill, business opportunity or anticipated savings or benefits

5.1.3. indirect or consequential loss or damage.

6. Electronic communications and tools

Electronic communications – We each agree to take reasonable precautions to protect our own information technology systems, including implementing reasonable procedures to guard against viruses and unauthorised interception, access, use, corruption, loss or delay of electronic communications.

7. Subcontractors (including Freelancers)

7.1. Subcontractors – We may use subcontractors to provide the services to you.

7.2. Transfer of information – Where subcontractors are involved in providing the services, you consent to information being transferred to them. This includes personal information and transfer outside Australia.

8. Performing services for others

Provided we do not disclose your confidential information, you agree that we may perform services for your competitors or other parties whose interests may conflict with yours.

9. Termination

9.1. By notice – Either of us may terminate this agreement by giving the other at least 14 days notice in writing (unless it would be unlawful to do so). This agreement terminates on expiry of that notice.

9.2. Fees payable on termination – On termination, the non refundable deposit is forfeited. You also agree to pay us for all services we perform before termination, within 7 days after receipt of our invoice. Where we agree a fixed fee for services, and the services are not completed before termination, you agree to pay us for the services that we have performed on the basis of the time spent at our then current hourly rates, up to the amount of the fixed fee.  If less than 14 days notice is provided a minimum of 50% of the total fees will be invoiced..

10. Resolving disputes

If a dispute arises in connection with this agreement, you agree to meet with us to attempt to resolve it. If the dispute is not resolved through those negotiations, you agree we will both attempt to resolve the dispute through mediation before commencing legal proceedings.

11. Relationship

We are your independent contractor. You agree that we are not in a partnership, joint venture, fiduciary, employment, agency or other relationship with you. Neither of us has the power to bind the other.

12. Force majeure

Neither of us is liable to the other for delay or failure to fulfil obligations (other than an obligation to pay) to the extent that the delay or failure arises due to an unforeseen event beyond their reasonable control which is not otherwise dealt with in this agreement. Each of us agrees to use reasonable endeavours to remove or overcome the effects of the relevant event without delay.

13. Applicable law

Unless our engagement letter states otherwise, the law applying to this agreement is the law of Victoria. Both of us submit to the exclusive jurisdiction of the courts of that state and waive any right either of us may have to claim that those courts do not have jurisdiction or are an inconvenient forum.

14. Definitions

In this agreement the following words and expressions have the meanings given to them below:

this agreement – these terms of business and the engagement letter to which they are attached

you – client named in our engagement letter

we – the Australian firm of Shadow Social, a business formed in Australia.