Terms and Conditions (Agreement)
DERIVE MARKETING ("Agency"). By engaging our services, you ("Client") agree to be bound by the following terms and conditions. Please read these terms carefully before proceeding.
Services Provided
1.1 The Agency will manage and optimise Meta ads on Facebook & Instagram, Google Ads, TikTok Ads, Search Engine Optimisation, to drive awareness and reach potential new customers.
1.2 The Agency provides web development services on various web platforms.
1.3 The Agency also provides consulting and advisory services related to marketing strategy, advertising campaign planning, and web development. Consulting services are advisory in nature, and the Client acknowledges that all decisions and implementations based on consulting recommendations are the sole responsibility of the Client.
No Guarantees of Outcome
2.1 The Agency makes no guarantees or promises regarding the profitability or outcome of the services provided. Results from advertising campaigns and web development can vary and are influenced by numerous factors beyond the Agency's control.
2.2 The Agency makes no guarantees regarding the accuracy, completeness, or outcomes derived from any consulting or advisory services. All recommendations are provided in good faith but are not warranties of results.
Client Responsibilities
3.1 The Client must provide accurate and complete information necessary for the Agency to conduct advertising campaigns and web development.
3.2 The Client is responsible for any content or material supplied to the Agency for use on advertising campaigns, ensuring it complies with Meta's advertising policies and relevant laws and regulations.
3.3 The Agency does not control the amount payable or owed to Meta, Google or TikTok.
3.4 The Client acknowledges that delays in providing required content, approvals, or access may result in project delays, additional costs, or rescheduling.
3.5 The Client is solely responsible for maintaining appropriate backups of all website data and assets before, during, and after any services rendered.
Payment Terms
4.1 The Client agrees to pay the Agency for services rendered according to these terms.
4.2 Payments are non-refundable, if and when applicable. The Agency reserves the right to issue refunds at its own discretion.
4.3 Cancellations must be made within the subscription monthly retainer billing cycle. No refunds will be issued for advertising or web development.
4.4 Fees for consulting services are billed separately or as otherwise agreed in writing. Consulting fees are also non-refundable.
Confidentiality
5.1 Both parties agree to maintain confidentiality regarding any proprietary or confidential information shared during the course of the agreement.
Limitation of Liability
6.1 The Agency shall not be liable for any direct, indirect, incidental, or consequential damages resulting from the Client's use of the Agency's services.
6.2 The Agency shall not be liable for any damages, losses, or liabilities arising from this agreement under any circumstances.
6.3 The Client agrees that the Agency, its affiliates, employees, founders, directors, and any associates working on the Agency’s behalf will not be held liable for any damages, losses, or issues arising out of the use of the Agency's services. The Client understands and accepts that the Agency, its affiliates, employees, and associates are not responsible for any direct, indirect, incidental, or consequential damages, including but not limited to financial loss, reputational damage, or any other claims resulting from the Client’s actions or reliance on the Agency's services.
6.4 The Agency is not liable for any loss or damage arising from:
(a) reliance on information or advice provided during consulting services;
(b) any interruption or failure of third-party services, including but not limited to hosting providers, advertising platforms (Meta, Google, TikTok), or software tools;
(c) acts or omissions of third-party vendors engaged by the Client.
Intellectual Property
7.1 The Client retains ownership of all intellectual property rights to the content provided to the Agency.
7.2 The Agency retains ownership of any proprietary tools, processes, or methodologies used or developed during the provision of services.
Termination
8.1 Either party may terminate the agreement with written notice. The Client will be responsible for any fees incurred up to the date of termination within the billing cycle.
8.2 Upon termination, the Agency will cease all advertising activities.
8.3 Upon termination, any consulting services provided up to the date of termination shall be invoiced in full and are non-refundable.
Indemnification
9.1 The Client agrees to indemnify and hold harmless the Agency, its affiliates, and employees from any claims, damages, or liabilities arising from the Client's breach of these terms or use of the Agency's services.
9.2 This indemnification includes but is not limited to any claims arising from the Client’s use or implementation of advice, strategies, or recommendations provided by the Agency in consulting engagements.
Advertising Budget
10.1 The Agency, including its affiliates and employees, shall not be held liable for the results or outcomes of the advertising budget set or recommended by the Agency.
10.2 The Client agrees to indemnify and hold harmless the affiliates, employees, founders, directors, and any associates from any claims, damages, or liabilities arising out of or related to the advertising budget set or suggested by the Agency.
10.3 The Client acknowledges that the Agency is not responsible for any overspend, underutilization, or misallocation of advertising budgets, whether set by the Client or recommended by the Agency.
Web Development
11.1 The Agency provides web development services on various web platforms.
11.2 The Agency makes no guarantees regarding the functionality, performance, or security of the websites developed. The Client acknowledges that web development projects may have inherent risks and limitations.
11.3 The Client is responsible for providing accurate and complete content for web development projects and ensuring it complies with relevant laws and regulations.
11.4 The Client acknowledges that any third-party plugins, themes, or hosting services integrated as part of web development are subject to those third parties’ terms of service, support, and warranties. The Agency does not warrant or guarantee the ongoing compatibility, performance, or security of third-party tools.
Governing Law
12.1 This agreement shall be governed by and construed in accordance with the laws of NSW, Australia.
12.2 Any disputes arising out of or relating to this Agreement shall first be attempted to be resolved by good faith negotiation. If unresolved, disputes shall be submitted to mediation in New South Wales before proceeding to litigation.
Amendments
13.1 The Agency reserves the right to amend these terms and conditions at any time. The Client will be notified of any significant changes.
Entire Agreement
14.1 These terms and conditions, along with any service agreement, constitute the entire agreement between the parties and supersede any prior agreements or understandings.
14.2 Any additional services or variations to scope must be agreed to in writing and signed by both parties to be binding.
Severability
15.1 If any provision of this agreement is found to be unenforceable, the remaining provisions shall remain in full force and effect.
15.2 Force Majeure: The Agency shall not be liable for any failure or delay in performing its obligations where such failure or delay results from any cause beyond the Agency’s reasonable control, including but not limited to acts of God, natural disasters, epidemic, pandemic, war, terrorism, labor disputes, internet outages, or governmental actions.
Contact Information
16.1 For any questions or concerns regarding these terms, please contact DERIVE MARKETING.
By engaging in our services, the Client acknowledges that they have read, understood, and agree to be bound by these terms and conditions upon payment.
