Terms and Conditions – Service Agreements and Contracts
We’ll always do our best to fulfil your needs and meet your expectations, but it’s important to have things written down so that we both know what’s what, who should do what and when, and what will happen if something changes or goes wrong.
In these terms and conditions you won’t find any complicated legal terms or long passages of unreadable text. We’ve no desire to trick you into agreeing to something that you might later regret. What we do want is what’s best for both parties, now and in the future. By approving our proposal you are agreeing to our terms and conditions so have a read and make sure you understand how things will work.
Signoffs and Approvals
For us to proceed with a set project or ongoing services we have proposed, we will ask you for online approval via our quoting system (simple as clicking a button) or advise us via email so we understand what we are doing for you and you understand what’s involved. Depending on the scale of the project we may also require approvals at various stages of implementation to be able to progress to future stages. Any approval schedules will be outlined in your proposal.
Fees, charges and payments
There’s nothing worse than receiving an invoice with unexpected fees and charges so we have aimed to develop a fee structure for you that is open, honest and transparent. Good and wholesome, like all of us at Threesides. Fees and charges for the services we will provide you are outlined in the proposal we provide you and our payment terms may vary depending on the type of project and services, though here’s a general rundown.
Fixed Billing
A set project or product where the deliverables and scope is known and a set fixed fee quote is provided and approved by you. Depending on the scale and nature of the project we may request a percentage of the project fee to commence between 20-50%.
Hourly Services
Provision of ongoing marketing management services on an hourly basis with agreed estimate of hours per month to work on the delivery of a marketing program for you. We will meet with you monthly to discuss your priorities, progress and results. All time Threesides spends working on your business is tracked in 15minute minimum increments using an online project management system. You will be provided with an activity/time report with your monthly services invoice. Minimum monthly hours apply to the hourly rate we will provide you in your proposal and we reward those who like to spend quality time working with the Threesides team.
Training Services
Development and delivery of training workshops and fees are structured on half day or full day rates depending on the length of the workshop. We can also package up a series of workshops for you with a very special price.
Travel
If you are on an hourly services agreement and we are required to travel to your business, the travel time we incur is included as part of our hourly services. We promise to think of some excellent marketing ideas on the way. Alternatively, you can meet at our office in Dickson, ACT and avoid this charge. If we are travelling interstate or internationally as part of your project we will outline any travel costs in our proposal.
Additional Expenses
From time to time we may incur external expenses as part of a project we are managing for you and we will on-bill these to you. We will always advise and seek approval from you prior to incurring the expense. This could include postage, printing, photography etc.
Advertising placements
We provide advice and management of advertising services and in most instances we will request that you pay for these advertising placements direct with the media outlet. This may require you to add your credit card to an account we establish on your behalf. We can also take pre-payment for advertising placements that we then place and pay on your behalf. You pay us for the advertising advisory and management services we provide, with no hidden fees, charges or commissions.
Payments
We prefer payment via direct deposit with the invoice number included in the transfer description.
We also accept:
- Visa & Mastercard payments through PayPal to cover the payment fees charged by PayPal. Visit PayPal for fees.
- Direct Debit through GoCardless.
- Cheques can be made payable to: Threesides
Threesides reserves the right to on-charge credit card or third party payment fees as allowed under law.
Overdue Accounts
Overdue accounts may incur a 5% administration surcharge.
DISPUTED PAYMENTS / FAILURE TO PAY
By signing a contract for services you are undertaking and entering into a contract for those services and are responsible for making full payment upon delivery of those services. If you have a dispute about the services that have been delivered please contact us regarding this issue and we will aim to resolve this with you. Failure to complete full payment for the services or products delivered will result in non competition of the contract and transfer of assets including IP, copyright, passwords, hosting details, finished artwork etc. which will remain the property of Threesides until the contract has been finalised. Continued failure to pay invoices from a client will result in further action not limited to legal or collection action being undertaken to settle unpaid invoices.
Project management and delivery
Ever get to the end of a project and thought – well that’s not what I expected? Us too, so we’ve developed a range of strategies to ensure we deliver on your expectations and manage your marketing project effectively.
Delivery of services
The Threesides team has the expert marketing skills, knowledge, experience and capacity to get the job done or we wouldn’t have provided you with a proposal. We don’t take on everything that comes our way and will be upfront with you about what we can and can’t do to ensure we deliver on the requirements of your project and get results.
From time to time we will bring in sub-contracted services on your project such as graphic design, web coding and photography. We will always let you know when we plan to do this and we work with an established network of preferred specialists so you can rest assured we won’t be handballing your project to the work experience kid.
Planning, Timetables and Schedules
As part of your proposal we will provide guidance on our schedule of work and estimated delivery timeframes. Once your proposal is approved we will spend time developing a detailed schedule of work with you including activities, responsibilities and timings.
Our work often requires input from you and/or your team and if this input is delayed we will advise you of any changes in delivery timeframes as soon as possible. We aim to minimise any delays in delivery though they do happen from time to time due to unforseen circumstances so if it’s our end of the bargain that causes a delay, we will advise you as soon possible and renegotiate suitable timeframes with you. If it’s just not working out for you or us, we reserve the right to terminate the contract with payment for work completed to date.
Points of Contact
We will assign you with one point of contact at Threesides, a project manager who is responsible for overseeing all aspects of your project delivery, on time and on budget. Although you may deal directly with other members of the Threesides team, your project manager will always know where things are up to and be able to answer any questions you might have – the buck stops with them. We find our projects run smoothly when we are assigned a point of contact in your business with the delegation to make decisions, provide direction and approve work and budgets. This might be you, or could be another member of your team so decide who it’s going to be and let’s get cracking.
Status Updates
We will provide you with regular work in progress updates via phone, email, face to face or even carrier pigeon if you’re based on a remote island and we can catch one. This could be weekly, fortnightly, monthly and quarterly. Just let us know how often you want to hear from us and we’ll schedule the updates.
Systems
We use a range of online hosted project management systems to ensure effective management of your projects and can provide you with a login to be able to view your scheduled activities and progress. It’s like you’re right here with us in the Threesides office. At any stage we can generate an electronic report for you that details progress of your activities. These secure systems also provide a facility to upload files, share content and message people working across the project. And if all this sounds a bit scary, we’re happy to stick to emails, phone calls and pencil and paper if that’s what you prefer.
Reporting, Project Debriefs and Feedback
Delivering on your expectations is of upmost importance to us – otherwise you’re not going to keep us around too long right? We will agree a reporting schedule with you as part of your project and will regularly seek feedback and debriefs so we can continue to improve the way we work with you. We expect that you will provide us with immediate feedback on any issues or concerns you may have about the delivery of your project as outlined in our project proposal and make time for a project debrief and feedback when we request it.
Privacy, Confidentiality, Security and Ownership
Privacy and Confidentiality
We understand how important it is that any information about your business that you share with Threesides is kept confidential. We respect the confidentiality and privacy of our clients and will never disclose your information to a third party unless you ask us to.
The only time when this will differ is if we are required to provide information about your business by court order (never happened before and we hope it never does).
Security
We treat the security of our client’s information and our own assets seriously. Our IT environment runs on a secure server with offsite daily backups and we use the latest security software. We store passwords in a secure cloud based service Last Pass which provides best practice in secure encryption. Our physical premises in Dickson are fitted with a back to base alarm and we maintain theft and damage insurance that also covers our client’s equipment while they are onsite at Threesides, and our own equipment when we are offsite.
Ownership
Anything that Threesides produces for you such as strategy papers, copy, content, plans, assets, designs, files, layouts and other items related to your project remain the full ownership of Threesides until full and final payment has been made for the project. Ownership is then transferred from Threesides to you upon final payment of the project. So don’t forget to pay your bill.
IP and Copyright
Marketing often involves the use of imagery, video, music and other information and you will retain the copyright to any of this material you provide to Threesides, and give us the rights to publish and use the material for the purposes of your project delivery. Where material is sourced from a third party you are responsible for obtaining permission and rights to use any information or files that are copyrighted. It is your responsibility to gain permission and rights for use of the material for Threesides and you agree to indemnify and hold harmless Threesides from any and all claims resulting from your negligence or inability to obtain proper copyright permissions.
Threesides retains the intellectual property rights over systems, tools and knowledge used and owned by Threesides to deliver services for the client. Threesides may refuse to supply services or continue to supply services if we become aware that your materials may breach any law, copyright or any other right of a third party.
Yes we know this is getting a little heavy on the legal jargon though we need to make sure we’re doing the right thing with material we use in your marketing that is owned by you or others. If this all sounds a bit confusing just ask us what you need to do and we’ll let you know or even do it for you.
Cyber Security Disclaimer
If you engage with us for website maintenance or other digital services, it is understood that Threesides may configure and provide reasonable website security monitoring and firewall configuration as part of this service. This is designed to monitor and prevent common website exploits, however, does not guarantee or warrant security of Your System.
As cyber threats are always evolving it is strongly recommended that you engage the services of a cyber protection third-party vendor to monitor the cyber controls and cyber activities in Your System. In no event, including the negligent act or omission on its part, shall Threesides, whether under these Terms, a SOW, other contract documents, or otherwise in connection with any of them, be liable in contract, tort, third-party liability, breach of statutory duty or otherwise, in respect of any direct, indirect, or consequential losses or expenses, including without limitation loss of anticipated profits, company shut-down, third-party loss or injury, any loss because of data breach, any loss of personally identifiable or protected information, goodwill, use, market reputation, business receipts or contracts or commercial opportunities, whether or not foreseeable, if such loss was the result of or arose from any act of terrorism, strike or similar labour action, war, invasion, act of foreign enemy, hostilities or warlike operations, civil war, rebellion, revolution, insurrection, civil commotion assuming the proportions of or amounting to an uprising, or any action taken in controlling, preventing or suppressing any of these things, including any such act or series of acts of any person or group(s) or persons, whether acting alone or on behalf of or in connection with any organisation(s), committed for political, religious, or ideological purposes including but not limited to the intention to influence any government and/or to put the public in fear for such purposes by using activities perpetrated electronically that are directed towards the destruction, disruption or subversion of communication and information systems, infrastructure, computers, telecommunications or electronic networks and/or its content thereof or sabotage and or threat therefrom.
Insurances, OHS Liability, Termination
Insurances
We hope nothing ever goes wrong while we’re working with you and if it does we’ve got it covered and hold Public Liability, Professional Indemnity, Workers Compensation, Fire, Theft and Damage, and Comprehensive Motor Vehicle insurances. This coverage is for onsite and offsite work and also covers any sub-contractors we employ on your project.
OHS
We like to make sure our team are working in a healthy, safe and productive environment and have developed an OHS policy and procedures to ensure our legal obligations are met. On top of this, we even keep them looking good with fresh fruit and snacks, a smoke free environment, and access to clean drinking water. We expect that our employees will also be able to work in a healthy and safe environment when they are onsite at your business and as part of approving our proposal you are agreeing that your workplace meets all relevant OHS legislation. If not, we’re happy to meet you at our office and will even save you an apple.
Liability
There are some things we can control as part of your marketing program though we won’t be liable for any loss, damage, costs or expense you incur to humans or property, arising from our provision of advice, suggestions and recommendations, and use of the goods and/or services detailed in our proposal provided. At the end of the day you are responsible for the decisions you make – we’ll just help you make them.
Dispute resolution
We like to think we’re pretty friendly and easy to get along with though should a dispute arise, resulting in deadlock on an agreement both you and us undertake to appoint an independent mediator within 10 days of receiving ‘notice of mediation’ from the other party.
Termination
In the unlikely event that either you or we don’t meet any of these terms and conditions or any of the requirements and deliverables outlined in our proposal it’s probably best we part ways so here’s how that works.
A contract will immediately terminate without notice, in the event that you:
- Become insolvent, unable to pay your debts
- Discontinue the business
- Are assigned or becomes bankrupt
- Have a receiver, manager, liquidator or administrator appointed to deal with your assets
- Have a change of control
If you or we don’t think requirements of the contract or these terms and conditions are being met, termination must be advised in writing. Any monies owing to Threesides for work to date up to the point of termination will be immediately payable.
Marketing and promotions
Marketing Materials
We’re a marketing agency so we do like to practice what we preach and one of the best ways to market our business is to showcase project case studies, who we work with and testimonials. As part of agreeing to our proposal you are agreeing for us to add your business name to our client list with a link to your website, and if we would like to feature a case study, imagery, video or testimonial of your project or business we will always ask your permission first and agree to what we can and can’t use in-line with our respect of your privacy and confidentiality. If you don’t want anyone to know that you’re working with Threesides we’re fine with that too so just let us know.
What both of us agree to do?
You
By approving a Threesides proposal you are agreeing to these terms and conditions outlined, and that you have the authority to enter into a contract on behalf of yourself, your company or your organization as outlined in our proposal. You’ll give us everything we need to complete the project as and when and in the format we need it. You’ll review our work, provide feedback and approval in a timely manner too. Deadlines work two ways, so you’ll also be bound by dates we set together. You also agree to stick to the payment schedule set out in our proposal.
Us
We have the experience and ability to do everything we’ve agreed with you and we’ll do it all in a professional and timely manner. We’ll endeavour to meet every deadline that’s set and on top of that we’ll maintain the confidentiality of everything you give us.
The purpose of these terms and conditions is to keep us both honest and we’ve included everything we thought you might want to know. Please give us a holler if there’s any other boxes you need ticked to get started working on your marketing – we’re heaps better at marketing than we are at writing terms and conditions and look forward to helping you get results for your business.
If you have any queries in relation to these terms and conditions please contact your Threesides project manager, or contact the Threesides office on 02 6249 1117 or via hello@threesides.com.au