THE REMARKABLES GROUP – RISING SOCI@L STAR - STANDARD TERMS & CONDITIONS
1 PARTIES & AGREEMENT
The Remarkables Group Pty Ltd ACN 155 929 025 (TRG) trading as Rising Soci@l Star (RSS) agrees to provide the client (You) with the Services set out below subject to these Terms & Conditions.
You appoint RSS to provide the Services from the date of this Agreement. RSS agrees to:
§ identify potential blog partnership opportunities on blogs managed by RSS (Blogs);
§ negotiate with Bloggers to procure campaigning, sponsorship, partner or advertising opportunities on Blogs;
§ liaise with Bloggers to implement Your sponsorship , partner campaigns or advertising on Blogs;
§ provide You with evaluation metrics for Blog partnerships;
§ provide strategic advice to You in relation to your Blogger outreach strategy; and
§ manage Your relationship with the Blog owners.
3 PROJECT FEE
You will pay to RSS the Project Fee for the provision of the Services.
RSS will issue You an invoice for the Project Fee on confirmation of the project. You agree to pay this invoice within 14 days.
If payment in full is not received in accordance with these Terms & Conditions , the agreed activity may not go ahead and RSS may charge You interest at the rate of 10% per annum on the balance of moneys owing from time to time calculated from the date those moneys became due for payment.
§ are in breach of this Agreement;
§ being a coRSSoration, go into liquidation or a mortgagee, agent, receiver, controller or administrator is appointed in respect of the whole or any part of your assets;
§ being an individual, die, commit an act of bankruptcy, become bankrupt or take advantage of any law relating to bankruptcy; or
§ in RSS’s opinion are unwilling or unable to pay Your debts as and when they are due and payable,
then on notice in writing from RSS all money owing by You to RSS will become immediately due and payable and RSS is entitled to cancel or suspend the Services until all outstanding moneys have been paid.
5 INTELLECTUAL PROPERTY
The Blogger exclusively owns all Intellectual Property on their Blog. You agree that the Blog owner retains full editorial and creative control of their Blog.
6 PRIVACY & CONFIDENTIAL
RSS is committed to preserving Your privacy and will take all reasonable steps to ensure that such privacy is maintained.
Both parties (and their employees, officers and consultants), agree to keep confidential the existence of this Agreement, the Project Fee and all other information relating to this Agreement, except to the extent that the information is required to be disclosed by law or the other party consents in writing to any disclosure.
RSS is not responsible for any Loss or damage (however arising) which You may incur arising out of or in any way connected with the supply of the Services by RSS unless such Loss or damage is caused by the negligence of RSS, its employees or officers
If You suffer Loss or damage as a result of acts or omissions for which RSS is liable then, to the extent permitted by law, RSS will not be liable for any Loss or damage to the extent that the Loss or damage is also caused or contributed to by You or any third party.
You indemnify and keep indemnified RSS against all Loss arising directly or indirectly from any breach of this Agreement, or from Your engagement with RSS in accordance with this Agreement or as a result of any Tax Claim that may arise.
This indemnity is a continuing obligation and is separate and independent from Your other obligations under this Agreement and survives the termination of this Agreement.
If there is any claim against RSS, RSS must notify You that You are required to provide indemnification and You must, at Your cost, co-operate in all reasonable respects with RSS and its lawyers in defending, settling or otherwise resolving the claim. All costs associated with any claim will be borne by You.
Unless otherwise stated, any amounts charged by RSS shall be exclusive of GST.
Where the service provided by RSS is subject to GST, RSS will charge GST at the applicable rate (currently 10%). Where the service is GST-free, RSS will not charge GST. If GST is ultimately found to be payable, RSS will charge You the outstanding GST plus, to the extent that You are responsible, any penalties and interest charged by the Australian Tax Office for late payment of GST.
10 TERM & TERMINATION
This Agreement is applicable until terminated in accordance with this clause.
RSS may terminate this agreement immediately by giving You written notice for any of the following reasons:
§ You do not pay in full an invoice within 14 days of the date of the invoice;
§ any of the events of default outlined in clause 4 occur in respect of the Client; or
§ any other just cause.
On termination of this Agreement by either party:
§ RSS will cease providing the Services to You;
§ RSS is not obliged to refund any Project Fees paid; and
§ You must immediately pay to RSS all outstanding Project Fees and any other costs and expenses incurred by RSS on Your behalf up to the date of termination.
This Agreement is governed by the laws of the State of New South Wales whose courts shall be the forum for any dispute.
In the interpretation and application of this Agreement, unless inconsistent to the context, all express or implied terms, conditions, warranties, statements, assurances and representations in relation to the Services supplied by RSS are expressly excluded save and except conditions and warranties implied by law which cannot be excluded by agreement between the parties.
You may not assign any right under this document without the prior written consent of RSS.
RSS may vary the Standard Terms & Conditions with written notice to You.
GST has the meaning given to that term in the GST Law.
GST Law has the meaning given to that expression in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
Intellectual Property means any intellectual or industrial property and includes copyright, trademark, design, patent, moral rights, rights in respect of trade secrets and other confidential information, and all other rights generally falling within the scope of this term, whether registered or unregistered and whether registrable or not.
Loss means all liabilities, charges, diminution in value or deficiency of any kind or character which a party pays, suffers, incurs or is liable for.
Project Fee means the fee for the provision of Services, calculated in accordance with the Quote provided to You by RSS.
Tax means any tax, levy, impost, deduction, charge, rate, compulsory loan, withholding or duty by whatever name called (including profits tax, property tax, interest tax, income tax, capital gains tax, taxes relating to the franking of dividends, bank account debits tax, fringe benefits tax, sales tax, payroll tax, group tax or PAYG tax, land tax, financial institutions duties, water and municipal rates, customs duties, prescribed payments system tax, reportable payments system tax and transaction duties), unless the context requires otherwise, stamp duty and GST and any interest penalty, charge, fine or fee or other amount of any kind assessed, charged or imposed.
Tax Authority means any governmental agency or instrumentality responsible for Tax wherever situated.
Tax Claim means an assessment, deemed assessment or notice, demand or other document issued or action taken, by or on behalf of the Tax Authority, whether before or after the date of this Agreement, as a result of which RSS is liable to make a payment for Tax.