TERMS AND CONDITIONS

1.Our Role:

1.1. The Services: #thePOSITIVE Digital Business Agency will provide the services described in the online Product Description, or for bespoke projects,Quote/Production Estimate as presented. As a bespoke assignment develops, it may be that the scope of the required work changes. Where this is the case, #thePOSITIVE Digital Business Agency will seek to discuss it with you at the earliest opportunity in order to agree upon any variations to the scope of the Services and the Quote/Production Estimate, changed work requirements will most likely change the price .

Authors Corrections. Unless specified in the Quote/Proposal, we include 2 rounds of changes on all items following the presentation of an initial concept. Revisions briefed thereafter will be charged according to #thePOSITIVE Digital Business Agency standard hourly rate card.

1.2. Information: To maximise #thePOSITIVE Digital Business Agency’s effectiveness we must work with you as a team. Often #thePOSITIVE Digital Business Agency’s work will be dependent on you (or your other advisers) providing information promptly. To avoid unnecessary verification, #thePOSITIVE Digital Business Agency will assume all information you provide is complete and accurate unless you tell us otherwise.

1.3. Incidentals: Couriers or printed proofs from external printers, if required, to be oncosted to you as the client.

1.4. Termination: Should you wish to terminate the contract after the commencement of work, you will be invoiced for work already completed, or agreed time invested.

1.5. Force Majeure: #thePOSITIVE Digital Business Agency shall not be liable for any delay or failure to perform their obligations where such delay or failure to perform arises from circumstances outside #thePOSITIVE Digital Business Agency’s reasonable control.

2.Payment Terms:

2.1. Payment Terms: Invoices shall be settled by bank transfer into #thePOSITIVE Digital Business Agency’s nominated bank account within 14 days of the date on the invoice unless agreed otherwise. #thePOSITIVE Digital Business Agency retain ownership of all work until full payment has been made.

2.2. Other Specialist Services: #thePOSITIVE Digital Business Agency’s estimate is exclusive of third-party costs such as photography, illustration, video production, sound recording etc that is to be completed by subcontractors or other providers, unless otherwise included in the estimate. #thePOSITIVE Digital Business Agency may, unless you instruct us otherwise, seek such specialist services on areas outside our expertise. The costs of such services will be passed on to and will be quoted according to the quotations received.

3.Scoping:

3.1. In most cases, #thePOSITIVE Digital Business Agency will provide a scoping document which details the functionality in the work we do for our clients, this includes but is not limited to a website, support, social media or marketing campaign. Where you as the client signs and approves the scoping document, any changes beyond the scope will be handled as a new updated amendment and changes will be priced accordingly.

4.Content:

4.1. Content and Images:  It is your responsibility to provide us with the required information about your business and marketing objectives. #thePOSITIVE Digital Business Agency takes no responsibility for errors in content supplied by you. Any changes thus incurred may be chargeable at standard rates. Unless specified otherwise, it is your responsibility to provide all necessary text and graphic materials that make up the content of the work. All content must be supplied in a suitable digital format unless agreed otherwise beforehand. Images should be supplied as jpeg, gif, tif, png or psd format. Text should be supplied as a Microsoft Word document. Failure to supply material in an easily accessible format may result in additional cost being incurred for retyping text. Where the content which is provided is in a form where a significant amount of copy writing is required, a further charge may be made.

4.2. Information for charts, graphs, and infographics to be supplied in Excel. If we are required to retype large amounts of content, then additional costs may be incurred.

4.3. Client supplied images should always be high-res images at 300DPI for print purposes. If they are solely for use on the web, then lower resolution images are acceptable.  #thePOSITIVE Digital Business Agency will assume that all images supplied to us are owned by you as the Client or have been purchased from stock libraries and are licensed to you the client for us to use on your behalf.  We cannot use images taken from Google or Bing searches etc.

4.4. If you are using images of children, staff members, clients etc that you have taken, then we will assume that you have been given the permission to use these images.

4.5. You grant #thePOSITIVE Digital Business Agency permission to utilise logos and any other company identity resources for the purposes of creating the project. You agree to indemnify #thePOSITIVE Digital Business Agency from any and all claims arising from your negligence or inability to obtain proper copyright permissions for all content supplied by you as the client.

5.Confidentiality:

5.1. Confidentiality: Save as required by law, #thePOSITIVE Digital Business Agency will keep your documents and affairs confidential at all times, unless you permit disclosure or the relevant circumstances are already in the public domain. #thePOSITIVE Digital Business Agency may, however, disclose your documents and affairs to:

(i)  such of your other service providers as you inform #thePOSITIVE Digital Business Agency are involved in any assignment on which #thePOSITIVE Digital Business Agency is instructed;

(ii) #thePOSITIVE Digital Business Agency’s affiliates or related parties; and

(iii)  any other service provider to whom #thePOSITIVE Digital Business Agency may properly delegate aspects of any assignment in order to provide a full range of services to you.

6.Intellectual Property:

6.1. Freedom to use Ideas and IP: #thePOSITIVE Digital Business Agency may develop or use for other clients any ideas, concepts, source code, information or know how reflected in any of the materials provided to you (in whatever form) or otherwise developed during the course of providing services to you.

6.2. Ownership of Materials and Intellectual Property: All products, creative works, plans for designs, unique campaign ideas, slogans, copy themes, preliminary sketches, layouts, copy, artwork, production services, public and other marketing material (whether on paper, cloud storage, computer disk, by email or in some other digital format) accepted by #thePOSITIVE Digital Business Agency, shall, upon you paying #thePOSITIVE Digital Business Agency in full for the relevant materials, be your property, except to the extent that any intellectual property rights therein have been reserved by #thePOSITIVE Digital Business Agency or third parties engaged or employed by #thePOSITIVE Digital Business Agency.

6.3. Portfolio Rights. #thePOSITIVE Digital Business Agency retain the right to showcase your project on their website and design portfolio for the sole purpose of promoting our work.

6.4. Working Files and Copyright. #thePOSITIVE Digital Business Agency own the legal copyright of our working files. Working files are our intellectual property and this can be and not limited to design concepts, design elements, infographics, fonts and imagery. Working files are not released as part of our projects. If you wish to be supplied working files, then this needs to be requested and we will supply a quote for this release.

7.0. Indemnity:

7.1. All services may be used for lawful purposes only. You agree to indemnify and hold #thePOSITIVE Digital Business Agency harmless from any claims resulting from your use of our service that damages you or any other party.

8.0. Liability:

8.1. Our total liability to you in contract or in tort arising in connection with this contract shall not exceed the total price paid by you. We shall have no liability for loss of profits, business, revenue, goodwill or anticipated savings or for any other indirect or consequential loss.

9.Variation:

9.1. Variation: These Terms and Conditions (and/or the contents of any agreement to which they relate) may be varied or superseded at any time by agreement in writing between us. Any such variation shall not affect any rights or obligations of either of us that may already have accrued, unless otherwise specifically agreed.

9.Refunds:

9.1. If you have downloaded a digital product and it is as described, there is no refund, once the product is downloaded we cannot have it returned. If you have a physical product that can be returned, we provide a 100% refund when you return the product (at your own expense). If you are cancelling coaching and consulting services more than 1-week before the service begins then there is a 100% refund. If you withdraw from a multi-week live coaching program, you may be eligable for a pro-rata portion of the program to be refunded ( if you have not received access to all of the program materials).  We comply with the Australian Government eCommerce Guidelines that can be found at https://treasury.gov.au/sites/default/files/2019-03/ecommerce_factsheet.pdf