Client Name (Client) and Amplifir Pty Ltd (AMP) together the ‘parties’. 

We are pleased to confirm Client’s agreement for AMP to provide services to the Client on the terms set out below (hereinafter referred to as this “Agreement”).

1. Previous Agreements. This Agreement supersedes all previous agreements in respect of its subject matter and embodies the entire agreement between the parties with respect to the matters dealt with in it.

2. Definitions. In this Agreement, some capitalised words have particular meanings.  Unless otherwise specified, these words and their meanings are set out in the glossary below.

3. Term. As per this Agreement has effect from the Commencement Date set out herein and continues until terminated by either party in accordance with this Agreement. 

4. Payment Terms. 

– Payment of invoices is required within 14 days of date of issue. 

– All fees are exclusive of GST.

– For any online marketing monthly fees, the default method of payment for invoices is via direct debit. 

– The Client hereby gives its express authorisation for AMP to automatically debit the Clients nominated bank account (including credit card or direct debit platforms) on the Debit Date for the payment of the Fees for all marketing, support packages. Where an alternative payment method is required a 2.5% admin fee will need to be charged. 

– In the event of the Client’s account not having sufficient funds or the funds cannot be debited by AMP then AMP will charge any and all costs or fee’ s (including fines etc) it incurs plus a 10% administration fee to the Client.

5. Termination. Either party may provide written notice to the other terminating this Agreement if the other party materially breaches its obligations under this Agreement and does not correct that breach within 30 Melbourne Business days after being notified in writing of it; or becomes insolvent within the meaning of 95A of the Corporations Act 2001 (Cth). Clauses 4 to 13 (inclusive) and 16 survive termination of this Agreement.

6. Authorised Subcontractors. AMP can use sub-contractors and will be fully responsible for all acts and omissions of and for ensuring compliance with the terms of this Agreement by, any subcontractors the AMP uses.  

7. Confidentiality. The parties will keep confidential all information of or relating to the other party or their business affairs which becomes available to, or accessible by the other party or its personnel (including any Authorised Subcontractors) in connection with this Agreement (the “Confidential Information”) but excluding information which is or becomes readily available in the public domain without breach of this Agreement or any obligation of confidence, and each party will protect the Confidential Information from use not authorised by the other. 

8. Privacy. Both Parties must comply with the Australian Privacy Principles to the Privacy Act 1988 (Cth) and any other applicable privacy laws when handling personal information.

9. Intellectual Property. Nothing in this Agreement confers on either party a right to use any Intellectual Property without the prior written consent of the other party.  

10. Logo and Name. Both parties confer to the other party to this Agreement the right to use the other party’s logo and company name for marketing purposes.

11. Third Party Intellectual Property. The Client acknowledges that the services and deliverables may contain third party content which is subject to copyright and accordingly the Client shall ensure that the services and deliverables provided to the Client pursuant to this Agreement are used solely by the Client for your research and/or reference purposes and may not be copied, reproduced, rebroadcast or commercially exploited in all or any part without the prior written consent of AMP (where such consent can be granted).

12. Warranties.  Both parties warrants that it has all right and authority to enter into this Agreement (and license and/or assign, as the case may be, Intellectual Property in the Deliverables) as required by this Agreement;

13. Liability. Neither party is liable for an Indirect Loss of the other party. A party’s liability for damages to the other party in connection with this Agreement will not exceed in aggregate the amount of one (1) times the fees paid or payable by the Client to AMP under this Agreement.

14. Disputes.  If any dispute arises out of, or in connection with, this Agreement, neither party will commence proceedings or instruct or facilitate any third party to commence proceedings on its behalf, relating to the dispute unless that party has complied with the following dispute resolution provisions:

a) A party claiming a dispute has arisen will promptly give written notice to the other party specifying the nature of the dispute (“Dispute Notice”).

b) If the parties do not resolve the dispute within ten (10) days of receipt of the Dispute Notice or such further period as agreed by them, then the parties will use their reasonable endeavours to resolve the dispute by mediation in accordance with the “Guidelines for Commercial Mediation” published by The Australian Commercial Disputes Centre, or such other terms as the parties may agree.

15. No exclusivity. Nothing in this Agreement or any other agreement between AMP and the Client shall be interpreted to restrict the other party in any way from obtaining services similar from other providers.

16. Governing Law. This Agreement is governed by and subject to the law of Victoria, Australia and the parties submit to the jurisdiction of the courts of that State.

17. Severability. If any provision of this Agreement in whole or in part is held to be (to any extent) illegal or unenforceable under any enactment or rule of law then that provision or part shall to that extent be deemed not to form part of the terms of this Agreement and the enforceability of the remainder of this Agreement will not be affected.

18. Relationship. Nothing contained in this Agreement is to be construed as establishing an employer/employee or other fiduciary relationship between AMP and the Client. Each party is an independent contractor with respect to each other and nothing in this Agreement will create any association, partnership, joint venture or agency relationship between them.

19. Amendments.  Any amendment, variation, consent to modification, supplement, replacement, novation, or assignment of any provision of this Agreement must be in writing, signed by each party’s authorised representative.

20. Notices.  A notice, request, demand, consent or approval from one party to another party under this Agreement must be in writing, addressed to the recipient; and delivered to the recipient’s address.

21. Execution. Both parties agree that a signature does not have to be affixed to this Agreement in order for it to be enforceable. Agreement via email of these terms is sufficient to ensure agreement to these Terms of Business by both parties.

22. Glossary

In this Agreement the following words have the following meanings:

– Indirect Loss means any debt, obligation, costs, expense, loss, damage, compensation, charge or liability of any kind (including any loss of profits, loss of or damage to goodwill and loss of business opportunities) which at law is of an indirect nature of which arises from any third-party claim.

– Intellectual Property is all present and future copyright, rights to inventions including patents, patent applications and modifications or improvements to the same, registered and unregistered trademarks, registered and unregistered designs, trade secrets, Moral Rights, and all other rights resulting from intellectual activity in the industrial, scientific, literary or artistic fields.