Terms & Conditions

ARTICLE III

SERVICES and OPERATIVE PROVISIONS

1. SCOPE OF SERVICES
   DEVELOPER shall perform the Services under this Agreement in accordance with the Terms of Reference set forth in the proposal preceding this agreement, including adjustments as agreed upon between the contracting parties, which form part of this Agreement.
2. DUTIES OF MARKETIM AND CLIENT:
   MARKETIM’s obligation as marketing providers is to develop and build the marketing as specified in the proposal.
3. DEVELOPMENT PERIOD
   Project scheduling shall officially start two days upon MARKETIM’s receipt of the first quarterly instalment.
4. PAYMENT
   
   1. Invoicing to be made in accordance with the terms of payment.
   2. Payments must be received within 7 working days following the start of that quarters 1st A 2% admin fee will be charge if payment is not received within seven (7) business days of the receipt of the invoice. MARKETIM reserves the right to remove the project from its public viewing if payment delay is incurred.
      Where full payment of the contract fees as specified in the Terms of Payment are not received by MARKETIM, any work completed within that relevant quarterly time period (within the engagement period) is owned by MARKETIM. This includes IP, copyright, trademarks and design by MARKETIM with no exclusions.
5. DEVELOPMENT LANGUAGE
   The marketing services are to be completed in the English language
6. PROJECT COORDINATORS:
   The CLIENT shall appoint a team or a point person to coordinate with MARKETIM. This assigned coordinator shall be responsible in providing MARKETIM all the necessary materials currently used by the client (graphics, contents, information) that is to be used in the website and application.
7. ONLINE & OFFLINE DESIGN:
   CLIENT will also provide timely responses (no more than 36 hours) in terms of feedback for the services.
   Each day of delay beyond 36 hours the client provides their feedback will equal to the same amount of days the project will be delayed for its final release. MARKETIM will not be held responsible for the delay in the project resulting from the delay in feedback/sign off from the CLIENT. The client is allowed a maximum of 2 rounds of feedback/changes if needed for any or all design work both print and offline.
8. CONTENTS AND PICTURES:
   CLIENT will provide MARKETIM with the logo, contents and pictures to be integrated into the all marketing services. CLIENT shall be provided with a list of contents needed for the website and marketing activities. In no way should the CLIENT hold MARKETIM responsible for any delay due to CLIENT’s non-submission or late submission of required contents.Each day of delay the CLIENT is not able to provide MARKETIM the content will equal to a day of delay for the completion of the overall project. MARKETIM will not be held responsible for the delay in the project resulting from the delay of the CLIENT providing MARKETIM the required content.

   MARKETIM will not be deemed responsible for any delays to the final project release resulting from a delay in the CLIENT feedback during the revisions periods.

9. FINAL DESIGN:
   A document called “Final Design” shall be submitted to the CLIENT for perusal. The final design shall serve as a “Blueprint” of the marketing activity and shall be considered as the basis for the final deliverables of the application, wherein, when MARKETIM have complied with the design indicated, the APPLICATION will be considered as done and delivered. The timeline and schedule for the APPLICATION will be finalized after the final design approval.
10. DOMAIN REGISTRATION, SERVER AND INTERNET CONNECTION:
    When an online project is to be deployed as an online application or website, accessible through a domain name and accessible through the internet, the CLIENT, in order to access the page, will shoulder his/her own internet connection costs, hosting, domain name and every non marketing service cost provided by MARKETIM.
11. CONTACT WITH MARKETIM
    MARKETIM allows up to a 3 days turn around time for interactions with client but always endeavours to keep communication consistent to a 24 hour turnaround time where possible. MARKETIM is not required to be contactable during any office closing time for annual holidays or if specific staff members are not contactable during normal working times. Reasonable notice will be given for this.
12. TRADEMARKS AND COPYRIGHT:
    The CLIENT represents to MARKETIM and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to MARKETIM for inclusion in web pages are owned by the CLIENT, or that the client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend MARKETIM from any claim or suit arising from the use of such elements furnished by the client.The copyright to the assembled work of web pages and source codes produced by MARKETIM is owned by CLIENT. Any work completed that is not directly owned by the client can change at any time online or otherwise. Rights to photos, animations and graphics (provided, edited or created by

    MARKETIM are specifically not transferred to the CLIENT but are the property of their respective owners until payment is made. Upon final payment, the CLIENT is however licensed to use these works as long as they are used in connection with the CLIENT’s website. MARKETIM and its subcontractors retain the right to display graphics and other web design elements created for the client as examples of their work in portfolios and testimonials.

    Upon full turn-over of the marketing activities, campaign and resources, raw materials and finished application and website, CLIENT agrees that the source code and copyright is for the sole use of the CLIENT Website and that these codes and templates are not to be re-sold, rented out, leased or used for any other application.

13. NON-DISCLOSURE:
    MARKETIM will keep confidential all non-public information and communication by and between MARKETIM and the CLIENT, except on as necessary for the completion of the project and with the CLIENT’s consent.
14. OUT OF POCKET EXPENSES:
    Any and all out of pocket expenses incurred by MARKETIM will require reimbursement from CLIENT within 7 days.
15. LIMITATIONS:
    The CLIENT agrees not to hire, in any form including on consultancy, advisory, part-time, or per project basis, any employee of MARKETIM during the duration of the contract and two years thereafter without the written consent of MARKETIM, the violation of which entitles MARKETIM five times the value of this contract in addition to any actual damages MARKETIM may prove. The CLIENT also agrees not to inquire sensitive company information such as employee compensation, methods of costing and other company internal information.The CLIENT agrees that he/she is solely responsible for complying with laws, taxes, and tariffs, and will hold harmless, protect and defend MARKETIM from any claim, suit, penalty tax, or tariff arising from the CLIENT’s exercise of internet commerce or use of the site and application.
16. LIMITATIONS OF LIABILITY:
    To the maximum extent permitted by applicable law, in no event shall MARKETIM or its SUPPLIERS be liable for any special, incidental, indirect or consequential damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of the use of or inability to use the website or marketing service or the provision of or failure to provide support services, even if MARKETIM has been advised of the possibility of such damages.Where MARKETIM is liable for a breach of any warranty implied by sections 60 and 61 of The Australian Consumer Law in respect of the services, our liability is limited to the supplying of the services again or the payment of the cost of having the services supplied again, whichever, we, in our absolute discretion, elect.

    The CLIENT should seek advice of your other business advisers in areas such as tax, accounting and law regarding the implementation of business strategies. We do not provide advice in these areas.

    You acknowledge and agree that the above provisions limiting and excluding our liability to you are fair and reasonable having regard to the fees payable to us, the scope of the duties we are undertaking and the cost and availability of insurance.

17. SOFTWARE AND THIRD PARTY APPLICATIONS LICENSING
    The CLIENT is responsible for their licensing with Microsoft and other software other than MARKETIM developed application. MARKETIM shall develop the application as agreed with the client, the usage of the system for illegal purposes or methods not approved by Australian law shall be the responsibility of the CLIENT and MARKETIM shall in no way be held liable for such cases.
18. GST
    Unless GST is expressly included, all amounts expressed to be payable for the supply made under or connection with this Agreement does not include GST.To the extent that any supply under or made in connection with the engagement is taxable supply, the GST exclusive consideration otherwise payable for that supply is increased by an amount equal to that consideration multiplied by the rate at which GST is imposed in respect of the supply, and is payable at the same time.
19. TERM AND TERMINATION
    The engagement specified within this Agreement will commence when you accept MARKETIM’s proposal (as set out in the proposal document) and these terms and continue for a minimum period of 12 months.At the expiry of the minimum engagement period either party may give the other party one months’ notice (the Notice Period) in writing of its intention to terminate the engagement. The Agreement between the parties will cease at the expiration of the Notice Period.

    Either party may also seek to terminate this Agreement within the minimum engagement period. In such circumstances, the party wishing to terminate the Agreement must provide its reasons in writing to the other party. Due consideration will be given by the other party to the reasons and shall not be unreasonably withheld. In such circumstances either party shall give the other party 3 months’ notice (the Notice Period) in writing.

    The engagement will continue in accordance with the terms of this Agreement until the expiry of the Notice Period unless the CLIENT and MARKETIM agree to alternate arrangements in writing.

20. LITIGATION
    Any disputes arising from the contract will be litigated or arbitrated by the courts or arbitrators of Australia, to the exclusion of any other court. The agreement shall be governed and construed in accordance with the laws of the Australia
21. VARIATION
    No terms or provision in this agreement shall be varied or modified by any prior or subsequent statement, conduct or act of any party. An amendment or variation to this agreement is not effective unless it is in writing and signed by the CLIENT and MARKETIM.
22. SEVERABILITY
    If anything in this Agreement is unenforceable, illegal or void then it is severed and the rest of this Agreement remains in force.
23. ASSIGNEMENT AND SUBCONTRACTING
    MARKETIM may transfer all or any part of our rights, interests, obligations or liabilities under this Agreement by assignment or novation to any of our licensees. The CLIENT consents to our assignment or novation and waives any requirement for us to give you prior notice of such assignment or novation.
24. NO AGENCY
    This Agreement does not create or evidence any form of employment or partnership or a fiduciary relationship of principle and agent between the CLIENT and MARKETIM.
25. WAVER
    Any delay in enforcing any provision of this agreement will not affect or restrict any of the rights and powers arising under it. MARKETIM will only be taken to have released our rights under this Agreement is such a release is confirmed in writing between the CLINT and MARKETIM.
26. ENTIRE AGREEMENT
    This Agreement and the proposal document constitute the entire agreement between the CLIENT and MARKETIM with respect to the services.