If you choose to pay for a service or product using the secure credit card payment facility available on this site, you will be asked to provide your credit card details, your name, a shipping address and your email address. These details are required so that we can ship your order and a tax invoice/receipt.

We protect the security of your credit card information in every online transaction by using the latest online security methods:

• Secure Sockets Layer (SSL) software encrypts information you input from your computer to our servers. For details on our SSL certificate, when on the payment page click on the padlock icon on the bottom left of the screen.
• Our servers are state-of-the-art and located in Brisbane, Australia.

Bambrick will not make an attempt to identify users or their browsing activities. However, in the unlikely event of an investigation, a law enforcement agency or other government agency may exercise its legal authority to inspect our Internet Service Provider’s logs.

The Bambrick Media Acceptable Use Policy (“AUP”) is provided to give The Customer and users a clear understanding of what Bambrick Media expects of them while using any Bambrick Media hosting service. While Bambrick Media is firmly committed to the principles of free speech, certain activities that may be damaging to the resources of both Bambrick Media, the Internet and cannot be permitted under the guise of free speech. The resources of Bambrick Media and the Internet are limited, and abuse of these resources by one user has a negative impact on the entire community.

If you are the operator of a hosting service with Bambrick Media, it is a condition of the continuance of your hosting service that you agree with and agree to adhere to any and all conditions of this AUP.

1. WHO DOES THIS POLICY APPLY TO?

1.1 – The AUP applies to all users of Bambrick Media services who:
1. access our services but do not have an account;
2. pay a service fee to Bambrick Media for a hosting service;
3. pay a customer of Bambrick Media’s to host content on a hosting service located on Bambrick Media’s infrastructure.

2. WHAT SERVICES ARE COVERED BY THIS POLICY?

2.1 – All hosting services provided by Bambrick Media to The Customer. Failure to comply with this AUP will be considered a breach of the AUP and will be handled in accordance with the Bambrick Media Terms of Service.

3. WHAT IS THE PURPOSE OF THIS AUP?

3.1 – The enforcement of Bambrick Media’s AUP is designed to:

1. Ensure reliable service to our customers;
2. Ensure security and privacy of our systems and network, as well as the networks and systems of others;
3. Comply with existing laws;
4. Maintain our reputation as a responsible service provider;
5. Encourage responsible use of the Internet and discourage activities which reduce the usability and value of Internet services;
6. Preserve the value of Internet resources as a conduit for free expression and exchange of information;
7. Preserve the privacy and security of individual users and companies.

4. HOW WILL WE ENFORCE THIS AUP?

4.1 Service Monitoring – We routinely monitor the activity of accounts for the purposes of measuring system resource utilisation, the preparation of billing records, and to maintain the security of files being transferred to and from our services. This monitoring may result in us further investigating a hosting service and we will respond appropriately if we become aware of inappropriate use of the service.

4.2 Reporting Violations of this AUP – Bambrick Media requests that anyone who believes that there is a violation of this AUP direct the information to the Abuse Department at [email protected]

When submitting your request, please provide the following information:

1. The IP address used to commit the alleged violation
2. The date and time of the alleged violation, including the AEST time zone.
3. Evidence of the alleged violation

E-mail with full header information provides all of the above, as do system log files. Other situations will require different methods of providing the above information. Bambrick Media may take any one or more of the following actions in response to complaints:

1. Issue written or verbal warnings
2. Suspend the Member’s account
3. Terminate the Member’s account
4. Charge the Member for administrative costs and/or reactivation charges
5. Bring legal action to enjoin violations and/or to collect damages, if any, cause by violations

5. WHAT CONSTITUTES UNACCEPTABLE USE?

5.1 Prohibited or Restricted Content – You may not use a Bambrick Media hosting service to:

5.1.1 – Publish content that is deemed to be unlawful, indecent or objectionable. This includes without limitation narrative descriptions, graphics (including photographs, illustrations, images, drawings, logos), executable programs, video recordings, and audio recordings. All pornographic content and sex-related merchandising is prohibited on all Bambrick Media services. This includes sites that may infer sexual content or links to adult content elsewhere. Bambrick Media will be the sole arbiter in determining violations of this provision.

5.1.2 – Publish content that promotes or links to sites that promote any illegal activity or activity that may be damaging to Bambrick Media services or any other service on the Internet. Examples of unacceptable content or links without limitation are:

1. Pirated software;
2. Programs or archives that provide the functionality to gain unauthorised access to other systems or networks of any kind;
3. Warez sites;
4. Files or web pages that contain viruses, trojans, malware or other applications designed to access a user’s equipment or information with illegal intentions and/or without the knowledge of the user;
5. Content that promotes activities of a violent, destructive or terrorist nature

5.1.3 – Publish or transmit content that results in, or could result in, damage to property or injury to any person or that infringes on any person’s rights or constitutes harassment or a misuse of any person’s confidential information.

5.1.4 – Collect, or attempt to collect, personal information about third parties without their knowledge or consent.

5.1.5 – Publish content that enables a minor to access material inappropriate for a minor or to establish or try to establish contact with a minor not otherwise known to you.

5.1.6 – Publish or transmit any material (by e-mail, uploading, posting or otherwise) that infringes any copyright, trademark, patent, trade secret or other proprietary rights of any third party, including, but not limited to, the unauthorised copying of copyrighted material, the digitisation and distribution of photographs from magazines, books, or other copyrighted sources, and the unauthorised transmittal of copyrighted software.

5.1.7 – Store or publish content or applications that affect the ability of other people or systems to use Bambrick Media Services or the Internet. This includes “denial of service” (DOS) attacks against other network hosts or individual users.

5.1.8 – Gain unauthorised access to and/or use of another company and/or individual’s computer system or network.

5.1.9 – engage in any misleading or deceptive business or marketing practice or that involves providing or promoting illegal pyramid selling schemes or unlawful gambling or gaming activities.

5.2 Unsolicited Email Advertising (SPAM) – Bambrick Media strictly prohibits the use of its services for the purpose of sending of unsolicited, unwanted or inappropriate messages via email. This includes the sending of email to mailing lists that contain email addresses obtained without the knowledge or consent of the recipient as well as email addresses that have been requested to be removed from any lists by the recipient.

5.3 Shared Hosting Space – Shared hosting services are designed to be used for hosting websites. The use of a shared hosting service for online storage, backups or archival of electronic files including documents, log files, binary files or any files otherwise is strictly prohibited.

6. REVISIONS TO THIS AUP

6.1 Bambrick Media reserves the right to revise, amend, or modify this AUP without prior notification. Notice of any revision, amendment, or modification will be posted in accordance with our TOS (Terms of Service). Your continued use of the service following notice of such modifications shall be deemed to be your acceptance of any such modification.

7. DISCLAIMER

7.1 This AUP shall be governed by and construed in accordance with the laws of the State of NSW, Australia without regard to its conflicts of law provisions. Any cause of action you may have with respect to the Service must be commenced within one (1) year after the claim or cause of action arises or such claim or cause of action is barred.

7.2 In the event that any portion of this AUP is held to be unenforceable, the unenforceable portion shall be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the parties and the remainder of the provisions shall remain in full force and effect.

7.3 Bambrick Media’s failure to insist upon or enforce strict adherence to any portion of this AUP shall not be construed as a waiver of any provision or right. Neither the course of conduct between parties nor trade practice shall act to modify any provision of this Agreement.

By purchasing any hosting or additional service or product from Bambrick Media Pty Ltd (Bambrick), you (The Customer) are entering into an agreement with Bambrick that is bound by the Terms of Service (“TOS”) outlined in this document. This Agreement shall be construed in all respects in accordance with the laws of the state of QLD, Australia applicable to contracts enforceable in that state. By completing the ordering process, you agree to have read, understood, and be bound by these Terms of Service.

1. DEFINITIONS

1.1 Hosting service – Any shared, reseller, virtual, or dedicated service used to store and deliver web-based content.

1.2 Additional services – Any product or service that is considered an “addon” to a primary hosting service, or which covers one-off charges for additional work carried out by a Bambrick staff member.

1.3 Resource usage – Any and all allocated resources provided to the customer to allow for the storage and delivery of the web-based content within a hosting service. This includes but is not limited to disk space, Memory, CPU, Bandwidth

1.4 Subscription – The term (monthly, quarterly, semi-annually, annually, biennially, triennially) applicable to the purchased service.

1.5 Bambrick Control Panel – An account management interface for managing the hosting.

2. FEES

2.1 Payment – Establishment of any hosting or additional service is dependent upon receipt by Bambrick of payment of stated charges as outlined in a Bambrick pricing structure or any other documentation or custom quote provided to The Customer. Subsequent payments are due on the anniversary date of the subscription term in advance for the following subscription term’s service. All service fees are disclosed within a product description or will be disclosed to the customer prior to payment being required for any custom quotations or services ordered via phone.

2.2 Setup Fee – The Customer agrees to pay in advance and in full any amount of a non-recurring nature required for the initial deployment of the purchased hosting service. Any such fees are listed as setup fees in the service description or will be disclosed in any custom quotations prior to any server provisioning, equipment acquisition or installation by Bambrick.

2.3 Recurring fee – All subscriptions for hosting services provided by Bambrick are recurring by nature and the Customer agrees to pay any recurring fees listed in the Service description in advance each anniversary date until such time as The Customer submits a cancellation request in accordance with these Terms of Service.

2.4 Non-Refundable Fees – Certain fees paid to Bambrick are considered non-refundable due to the nature of the product or service purchased and this includes but is not limited to the following:

2.4.1 Third Party Products – Products supplied by Bambrick where Bambrick acts as a reseller for another provider (e.g. domain registrations, SSL certificates, third party product licenses) are provided as non-refundable products and refunds cannot be provided once the product has been activated on an account.

2.4.2 Advanced Administration Time – Services where additional labour is to be carried out by Bambrick staff are non-refundable once the additional labour has been carried out.

2.5 Additional Resource Usage Fees – Should a Customer exceed the total amount of included hosting resource utilization as described in Service Definitions the customer agrees that overage fees will apply and be due immediately. Current pricing for additional resource utilisation is available by emailing [email protected].

2.6 Invoices and Statements – invoices are provided to The Customer by email using the contact email address assigned to the Customer or any additional billing contacts within the Bambrick billing system. Invoices cannot be sent via postal mail or any other courier style service.

2.7 Statements – Bambrick does not provide written or printed statements. However, an account’s invoice history may be requested by emailing [email protected].

2.8 Failure to Pay – Bambrick may temporarily deny service or terminate this Agreement upon the failure of The Customer to pay a subscriptions applicable recurring fees where the fees reach 7 days past due. Such termination or denial will not relieve The Customer of responsibility for the payment of all accrued charges, plus reasonable interest and any collection fees. Accounts that are not collectable by Bambrick may be turned over to an outside collection agency for collection which may result in additional fees or fines being payable.

3. REFUNDS, DISPUTES AND CANCELLATIONS

3.1 Refunds – All payments to Bambrick are non-refundable, in some circumstances a credit note may be provided at our sole discretion.

3.2 Disputes – All overcharges or billing disputes must be reported within 30 days of the time the dispute occurred. If you dispute a charge to your credit card issuer that, in Bambrick’s sole discretion is deemed a valid charge under the provisions of these Terms of Service, you agree to pay Bambrick an “Administrative Fee” of not less than $50 and not more than $150.

3.3 Service Cancellation by The Customer – Bambrick provides an ongoing recurring service which will remain active until such time as The Customer submits a cancellation request by email. Requests for cancelling accounts must be submitted 30 business days prior to the next due date to ensure no further fees are payable. Cancellation requests are to be emailed to [email protected].

3.3.1 No Cancellation Fee – Bambrick does not charge a cancellation fee and does not refund prepaid fees except where the Money Back Guarantee is applicable.

3.3.2 No Access to Account – If The Customer wishes to cancel a service and is unable to access the Bambrick Control Panel for any reason, The Customer must make contact with Bambrick via phone or [email protected] to obtain necessary login information or instructions to proceed with the cancellation request.

3.3.3 Customer Data – Upon successful cancellation of a hosting service, all data stored within the cancelled service will be securely destroyed. Bambrick does not provide any guarantees that The Customer’s data will be retrievable once the cancellation process has been completed.

3.4 Service Cancellation by Bambrick – Bambrick may cancel The Customer’s hosting service for any breach of these Terms of Service or the AUP without prior notification. Bambrick does not provide any guarantees that The Customer’s data will be retrievable once the cancellation process has been completed.

4. ACCOUNT OWNERSHIP

4.1 Account Owner – The highest authority of a single Bambrick Control Panel Account is considered the Account Owner. Individual hosting or additional services that are associated with an account, are controlled by the Account Owner and modifications and updates to an account’s information can only be actioned by the Account Owner or their Authorised Additional Contact. The Account Owner is established at the time the account is created. The details of an Account Owner must be that of a real person. It is not permitted to use fictitious or “fake” names for the details of an Account Owner. Accounts containing fictitious or “fake” names, and contact details that do not reflect the details of a real person may be suspended or terminated without notice.

4.2. Account Information – The Customer warrants that all information provided to Bambrick is truthful and correct and accurate and up to date and that the person designated a the Account Owner is of or above 18 years of age and is legally empowered to act and enter into this contract as The Customer or on behalf of The Customer as indicated on the relevant application form.

4.2.1 Maintaining Account Information – The Customer is responsible for maintaining the contact information stored within their account and failure to maintain up to date contact information does not warrant the waiving of any fees, overdue fees, or warnings issued by Bambrick.

4.3 Authorised Additional Contact – The Account Owner may add and authorise an additional contact person or persons to act on their behalf. The Account Owner is limited to adding one additional billing contact and a maximum of three additional technical contacts and accounts found to have more than the allowed maximum additional contacts will be requested to remove the excess to ensure adherence to the limits.

For any additional contact added to an account to be able to request account modifications, the Authorised Additional Contact must be configured as a sub-contact with their own login information and have appropriate permissions set. If the Authorised Additional Contact is not activated as a sub-account, the contact will only have limited permissions to support for a service and will not be able to request configuration changes to the hosting or DNS.

4.4 Account Transfer – The Account Owner role can be transferred to another Authorised Additional Contact or Bambrick Customer by contacting our billing support team by emailing [email protected].

4.5 Account Closure – An account will be automatically deactivated when no active hosting or additional services are being operated under the account.

5. DOMAIN REGISTRATIONS, TRANSFERS AND RENEWALS

5.1 Domain Registrations – successful domain registrations that have completed the registration process and are considered active by the Domain Registrar are final and cannot be cancelled or refunded. Some domain extensions may require additional information to complete the registration and Bambrick provides no guarantees that an ordered domain registration will be successful. It is The Customer’s sole responsibility to ascertain what information is required to register a particular domain prior to placing any domain registration orders.

5.2 Domain Transfers – Domain transfers typically take 5-7 days to complete once final authorisation has been received by the Domain Registrar, with the exception of .au

domains which take 48 hours once final authorisation has been actioned. Bambrick has no authority to speed up a domain transfer and cannot place any guarantees on how long a transfer will take to complete. The Customer must ensure all contact information is updated with current Domain Registrar and the appropriated transfer codes have been obtained prior to placing a domain transfer order with Bambrick.

5.3 Domain Renewal – Domains must be renewed prior to their expiration date to avoid the domain becoming inactive. Multiple notifications are sent to The Customer advising them of upcoming domain renewals starting from 30 days prior to the listed expiry date. Bambrick has no control over keeping the domain active once it has reached its expiry and does not take responsibility for a website becoming inaccessible due to The Customer not renewing their domain.

6. GENERAL TERMS AND SUPPORT BOUNDARIES

6.1 Support Boundaries – Bambrick provides technical support to its direct customers only and does so in accordance within defined support boundaries. Bambrick’s support is designed to assist customers with the use of and connections to the hosting service and does not extend to diagnosing or fixing issues that relate to the coding of a website or web application hosted within The Customer hosting service. Full details of Bambrick’s support boundaries are provided in the following documents: Support Boundaries and may be requested by emailing [email protected].

6.1.1 Support to Customers of The Customer – Bambrick does not provide direct technical support to customers of The Customer. Resellers, Affiliates, Dedicated and VPS customers, and customers who have multiple individual hosting accounts under a single Bambrick Control Panel account must not advise their customers to contact Bambrick directly and should instead contact Bambrick on their customer’s behalf. Bambrick is happy to assist with all support issues that fall within the scope of our support boundaries when contacted by The Customer.

6.2 Advanced Support – Where Bambrick can and agrees to provide advanced support to The Customer, additional service fees are required for the provision of the advanced support. Fees for advanced support are payable in advance based on the time estimated by Bambrick for the additional task to be carried out. Bambrick provides no guarantees that an issue or task will be resolved within the estimated time, and if further time is required, additional advanced support time will need to be paid for prior to any further labour being carried out.

6.3 Responsibility for Content and Account Activity – The Customer is solely responsible for the content stored on and served by the hosting service purchased and the activity of any scripts or email services created under the hosting service. The Customer must maintain the security of all account passwords and applications or scripts and ensure all scripts under the hosting service are free from malicious content that may harm any part of the Bambrick infrastructure, other client accounts hosted by Bambrick, or the external systems of visitors viewing the hosted content.

6.3.1 Acceptable Usage – The Customer must ensure at all times they comply with Bambrick’s Acceptable Usage Policy (AUP) and must not host any content or allow any account activity that breaches the AUP. Breaches to the AUP are governed by the following conditions:

6.3.1.1 First Violation – When Bambrick determines a hosting service has violated any element of the AUP, The Customer shall receive an email warning advising of the violation. The hosting service may at Bambrick’s discretion be subject to a temporary suspension until the customer to agrees to cease any violations, at which point Bambrick will unsuspend the service.

6.3.1.2 Second Violation – When Bambrick determines a hosting service has committed a second violation of any element of the AUP, the hosting service shall be subject to immediate suspension or termination without further notice.

6.3.1.3 Suspension of Service or Cancellation – Bambrick reserves the right to suspend access to The Customer’s hosting service if in the judgment of Bambrick The Customer’s service is the source or target of the violation of any of the terms of the AUP or these terms of service. If inappropriate activity is detected, all accounts of The Customer in question will be deactivated until an investigation is complete. Prior notification to the Customer is not assured and in extreme cases, law enforcement will be contacted regarding the activity. The Customer will not be credited for the time the hosting service is suspended.

6.3.2 Web Applications – The Customer must ensure all web applications utilised on the hosting service are kept secure, patched and up to date. Open source applications are vulnerable to attacks via exploits in the software, and the developer’s of the software generally provide updates when vulnerabilities have been detected. It is The Customer’s responsibility to install any and all updates/patches to maintain the application’s security. If The Customer does not have the required skill to perform the updates, The Customer will need to employ the services of a Web Developer who is able to assist.

6.3.3 Maintaining Compatibility – The nature of shared hosting environments and server applications such as Apache, PHP and MySQL is that they are constantly being updated to maintain stability, performance and security. Keeping web based applications patched and up to date ensures both a secure website and data, and is also essential to maintain compatibility with changes in server applications. Bambrick incrementally updates all server applications on a regular basis and it is the responsibility of The Customer to maintain installed web applications to ensure compatibility with the latest stable and supported releases of all server applications.

6.4 Resource Usage – All hosting services purchased have a variety of resource limitations applied in accordance to the applicable plan associated with the service. It is The Customer’s responsibility to ensure their hosting service does not exceed the resources allocated and to upgrade their service if it is determined more resources are required to continue the smooth operation of a hosting service.

6.4.1 Resource Usage Abuse (excludes Dedicated Server Customers) – Bambrick implements per account resource restrictions on all Shared, Reseller and VPS hosting services which will vary from plan to plan. In addition to these, customers must not:

1. Use 50% or more of the allocated CPU resources for more than 60 seconds.
2. Run stand-alone, unattended server-side processes at any point in time on the server. This includes any and all daemons, such as IRCD.
3. Run an account on any shared or reseller server as a file store for content not related to the operation and delivery of their web applications or that may breach the Bambrick AUP.
4. Run any type of indexing software on any shared or reseller server.
5. Run any software that interfaces with an IRC (Internet Relay Chat) network.
6. Run any type of bit torrent application or tracker or participate in any illegal file-sharing activities.
7. Run cron tasks on a shared or reseller server with intervals of less than 5 minutes.
8. Run excessively large MySQL databases on shared or reseller servers. Databases with an excessive number of MySQL tables (in excess of 1000) or of a size greater than 1GB can negatively affect the performance of the server and are strictly forbidden.
9. Run any MySQL queries longer than 15 seconds on shared or reseller servers. MySQL tables should be indexed appropriately and regularly maintained to ensure individual tables do not contain an excessive number of rows.
10. Store multiple backups of a hosting service on any shared hosting server. Backup archives created by a server’s backup tools are designed to be downloaded off the server for maintaining offsite backups. Making backups that contain other backup archives can cause heavy load on the storage arrays and is strictly forbidden. Any hosting services found to have multiple backups on the server may have them removed without prior notification.
11. Generate backups on Shared or Reseller Hosting for accounts consuming greater than 15GB of disk space. You must first contact Technical Support and then a backup will be generated for you.
12. Store emails in the trash folder for longer than 30 days. Emails that have been in the Trash folder for more than 30 days will be automatically deleted.
13. Use excessive VPS Resources due to misconfiguration. Where a customer has a self-managed or managed VPS we may make minor configuration changes without notice if that server’s configuration is negatively affecting other VPS Servers on the same host node.
14. Store files in the cPanel trash folder. When files are deleted using the File Manager in cPanel they are temporarily stored in the cPanel Trash Folder. This folder containing deleted files will be automatically cleared every 30 days.

6.4.2 Inodes – Every file hosted on Bambrick servers uses 1 inode and accounts considered to be using an excessive number of inodes on shared or reseller servers will be required to upgrade their hosting service or remove some of the files from their hosting service. For shared and reseller hosting services an inode count of 250,000 or more is considered excessive and is generally the result of issues within a web application or a web application configuration that is not appropriate for a shared hosting environment. We recommend maintaining less than 100,000 inodes per account for optimal performance. For VPS hosting an inode count of 4,000,000 or more is considered excessive.

6.4.3 Bandwidth / Data Transfer Monitoring – Bandwidth / Data Transfer is monitored in a variety of ways across our range of services as outlined below:

1. Shared Business and Reseller hosting plans that include “Unlimited” bandwidth are only monitored for high usage. This is done to ensure services using large amounts of bandwidth are doing so in accordance with our Terms of Service.
2. All bandwidth is monitored on a calendar month cycle and may not correspond to the exact billing cycle of the service.
3. Customer alerts are sent to the registered contact email address on file prior to any fixed bandwidth quota being reached. It is the customer’s responsibility to contact Bambrick to apply a suitable upgrade or add-on for the affected service to cover any extra usage beyond the fixed plan quota.
4. For Shared hosting plans with fixed bandwidth quotas, exceeding the assigned quota will result in overage charges being applied. To avoid the higher overage charges, the service needs to be upgraded to the next plan that provides sufficient bandwidth to meet the customer’s requirements.
5. For Reseller hosting plans with fixed bandwidth quotas, exceeding the assigned quota will result in the Reseller service and all sub-accounts being suspended until the plan is upgraded with additional bandwidth. to purchase additional bandwidth, the service needs to be upgraded to the next plan that provides sufficient bandwidth to meet the Reseller’s requirements.
6. For VPS plans with fixed bandwidth quotas, exceeding the assigned quota will result in overage charges. To avoid the higher overage charges, the service needs to be upgraded to the next plan that provides sufficient bandwidth to meet the service’s requirements.
7. For Dedicated and Virtual Dedicated Server plans with fixed bandwidth quotas, exceeding the assigned quota will result in overage charges. To avoid the higher overage charges, the service needs to be upgraded to the next plan that provides sufficient bandwidth to meet the service’s requirements.

6.4.4 Bandwidth Abuse – Bambrick reserves the right to shape, suspend, or terminate the service of any customer that is causing issues or performance problems for other customers on the Bambrick network. Bambrick reserves the right in a situation where a customer’s traffic is causing unviable costs to its business to either charge the customer at a rate that is viable (change plan/rate) or suspend/terminate the service.

6.5 Gaming Servers – Bambrick does not allow gaming servers on any part of our network. Services that are found to be in breach of this clause face immediate suspension without prior notification.

6.6 Media Streaming – Bambrick does not allow media streaming on Web Hosting, Reseller Hosting, Blaze or VPS plans. Customers wishing to deliver media-streaming services should use Dedicated Server Plans. Services that are found to be in breach of this clause face immediate suspension without prior notification.

7. THIRD PARTY TOOLS, APPLICATIONS AND LICENSES

7.1 Third Party Applications and Licenses – Bambrick may provide access to additional third party software and/or services (“Third Party Products “) through reseller or other

commercial agreements Bambrick has established with certain vendors (“Third Party Vendors”). Unless otherwise stated, The Customer understands that product support for Third Party Products is provided by Bambrick and not by the Third Party Vendor. Neither Bambrick nor any Third Party Vendor makes any representations or warranties, express or implied, regarding any Third Party Products. The Customer expressly acknowledges and agrees that use of Third Party Products is at The Customer’s sole risk and such third party products are provided “as is” and without representation or warranty of any kind from Bambrick or any Third Party Vendor, including without limitation, any implied warranty of merchantability, fitness for a particular purpose, accuracy or completeness of responses or results, correspondence to description, or non-infringement of third party rights. To the maximum extent permitted by applicable law, neither Bambrick nor any third party vendor will be legally responsible for any damages, whether direct, indirect, or consequential, arising from the use or inability to use any third party product. The Customer agrees to observe the terms of any license and/or applicable end user subscriber agreement for Third Party Products and The Customer shall be fully liable to Third Party Vendors and/or Bambrick with respect to any improper use of such Third Party Products or violation of license agreements with them and/or applicable end user subscriber agreements.

7.2 Microsoft Licensing – Where licensing for Microsoft software has been purchased through Bambrick, the customer agrees to abide by the Microsoft Licensing terms, and were user licenses are being purchased, it is the customer’s responsibility to ensure they accurately report and obtain the appropriate level of user licenses for their uses as outlined in Microsoft’s licensing terms.

7.3 Feature Availability – Bambrick provides no guarantees that any or all of the features available within a Third Party Product will be supported or made available to The Customer. It is at the sole discretion of Bambrick to determine which features are enabled and whether Bambrick will provide support for the use of enabled features.

8. ADDITIONAL LEGAL INFORMATION

8.1 Disclosure to Law Enforcement – Bambrick’s AUP specifically prohibits the use of our service for illegal activities and The Customer agrees that Bambrick may disclose any and all customer information including assigned IP numbers, account history, account use, etc. to any law enforcement agent who makes a written request without further consent or notification to The Customer. Bambrick reserves the right to immediately terminate any hosting service found to be hosting content and performing activities of an illegal nature.

8.2 System and Network Security – Users are prohibited from violating or attempting to violate the security of the Bambrick Network. Violations of system or network security may result in civil or criminal liability. Bambrick will investigate occurrences which may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting Users who are involved in such violations. These violations include without limitation:

1. Accessing data not intended for such User or logging into a server or account, which such User is not authorized to access.
2. Attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization.
3. Attempting to interfere with service to any user, host or network, including, without limitation, via means of overloading, “flooding”, “mail bombing” or “crashing”.
4. Forging any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting.
5. Taking any action in order to obtain services to which such User is not entitled.

8.3 Disclaimer – Whilst every effort is made to ensure the information provided on the Bambrick website and by Bambrick staff is accurate and free from errors, Bambrick provides no warranties, either express or implied, including but not limited to the service’s fitness for a particular purpose, except where to not offer any such warranties would be deemed unlawful as defined by the Trade Practices Act 1974(Cth).

8.4 Limitation of Liability – Bambrick provides no guarantees that any hosting or additional service provided will be free from errors or interruptions. Bambrick will not accept liability for any costs or losses incurred by The Customer that result from:

1. the use of or inability to use any Bambrick service;
2. any errors, mistakes, omissions, interruptions, defects, or delays in operation or delivery;
3. unauthorised access to Bambrick’s data or services,
4. the suspension or termination of services due to breaches of the AUP.
5. the suspension or termination of services due to obligations under law

8.5 Indemnification – The customer agrees to indemnify Bambrick from any and all demands, liabilities, losses, costs and claims, including reasonable legal fees asserted against Bambrick, that may arise or result from the use of any product or service Bambrick provides.

8.6 Modification to these Terms – Bambrick reserves the right, at any time and from time to time, to amend or to modify these Terms of Service without prior notice to you, provided that if any such alterations constitute a material change to these Terms of Service, Bambrick will notify you by posting an announcement on the Website. Amendments and modifications shall take effect immediately when posted on the Website. By continuing to access or use the Services after any such amendments or modifications, you agree to be bound by such amended or modified Terms of Service. For this reason, we encourage you to review the Terms of Service whenever you use the Services. If you do not agree to any change to these Terms of Services, then you must immediately stop using the Services.

These are the Terms and Conditions on which Bambrick Media Pty Ltd ABN: 86 112 089 102 (Bambrick Media) will carry out work for you. They will apply each time that you ask us to do work for you, or carry out a Service. They set out our Services and what you can expect from us. Please read them carefully. It is a condition of your use of our Services that you comply with these Terms and Conditions.

These Terms and Conditions are subject to change without notice and may be superseded. Bambrick Media may modify these Terms and Conditions by general notice on a page of our website, by email or by any other method of communication.

1. ENGAGEMENT

You may engage us to carry out a Service for you by:

• signing and returning a Pricing Structure to us; or
• providing an authorised Purchase Order; or
• in the case of smaller engagements by written verification.

Unless Bambrick Media notify you otherwise, Bambrick Media will accept that engagement, subject to these Terms and Conditions. The Service will commence in line with the Service schedule or when Bambrick Media accept the engagement.

2. PRICING STRUCTURES

If Bambrick Media provide you with a Pricing Structure for the Service, then that Pricing Structure:

• is based on the Specifications, and is subject to change if the parties agree to amend the Specifications;
• does not include GST;
• and is valid for a period of 30 days from the date Bambrick Media issue the Pricing Structure, unless otherwise agreed by Bambrick Media.

3. SERVICES

The Services that Bambrick Media provide to you, and any specific terms, may include some or all of the following:

• clause 10 – Search Engine Optimisation (SEO);
• clause 11 – Search Engine Advertising ;
• clause 12 – Display Advertising;
• clause 13 – Social Media Advertising;
• clause 14 – Social Media Management (SMM);
• clause 15 – Strategy, Creative and Analytics.

You acknowledge that electronic services are subject to interruption and breakdown and all non-electronic services are subject to disruption, and therefore:

• the Services will not be error-free or uninterrupted; and your access to the Service and the operation of the Service will not be error-free or uninterrupted.
• Bambrick Media reserves the right to continue to provide the Services and/or invoice you for the Services in the event of any disruption, other than a disruption caused by Bambrick Media’s negligence or willful acts or omissions.

4. HOURS OF SERVICE

All Services will be carried out between 8:30 am and 5:30 pm (local office time), Monday to Friday excluding public holidays and the Christmas / New Year closure periods.

5. CONTENT AND MATERIALS SUPPLIED BY YOU

You must supply to us all required materials you want us to use in the Service, and all other content and materials Bambrick Media reasonably request (Client Content) in a timely manner.

You must supply all Client Content in the following digital format/s:

• text/copy: Microsoft Word or Rich Text (clearly labelled and in correct order);
• tables: Microsoft Excel (clearly labelled and in correct order);
• images: high resolution where possible (JPEG, PNG files);
• logos: vector format (Illustrator EPS/AI);
• diagrams/maps: vector format (AI) or (JPEG files);
• if required, access to your current website and database via SSH, FTP and/or CMS/hosting control panel login;
• brand style guidelines (if applicable).

Bambrick Media may charge Additional Costs if the Client Content is not provided in the appropriate format or if material is not supplied when requested.

You warrant that the materials or content you provide to us, or that are provided to us on your behalf, will not: breach any rights (including Intellectual Property Rights or Moral Rights) of any third party; or compromise the security or operation of our computer systems, through a virus or otherwise.

6. VARIATIONS AND ADDITIONAL COSTS

If during the course of our engagement there are changes in the Specifications of the Service, the changes will be treated as a Variation.

Where a Variation occurs Bambrick Media reserves the right to halt work and review the Service costings. Bambrick Media will discuss the Variation with you and where required will issue a Variation Notice which is to include the modifications to the Specifications and any associated costs. Bambrick Media will not proceed with the Services until Bambrick Media receive your written approval to proceed.

Examples of Variations include:

• introduction of additional requirements not discussed during the onboarding process i.e. branding deliverables, introduction of video imagery, ad text, ad design and Digital Marketing Campaign focus;
• costs for commercial fonts, photography, audio and video;
• additional Service management time;
• unplanned delays in obtaining approval, Client Content or feedback resulting in Bambrick Media
• having to reschedule services, staff or facilitate continuance;
• overtime required to meet deadlines due to delays by the Client providing approval, Client Content or feedback;
• development work.

It is our process to include Service management time in all quotes, but from time to time Bambrick Media are required to not only manage the Bambrick Media team but also manage your team. This is generally not known at the time of quoting and may be treated as a Variation.

If during the course of our engagement there are small changes in the Service, Bambrick Media will contact you and provide an estimate of the Additional Costs for these small changes.

Where possible, Bambrick Media will attempt to obtain approval from you prior to undertaking the additional work. However, in some cases due to deadline and availability constraints, this may not be possible and Bambrick Media may proceed with the work without obtaining approval.

Additional Costs will be invoiced separately to the Client on an ad hoc basis, charged at current Professional Hourly Rates.

Examples of Additional Costs include:

• content not in the appropriate format;
• extra workshops or workshops requiring additional hours;
• requested additional design concepts / alternations;
• requested changes to the design after final approval has been requested or provided;
• uploading and styling/layout of additional Client Content;
• additional meetings and travel time.

You agree that once you have approved the list of key phrases for optimisation and use in the provision of the Services by Bambrick Media, no changes can be made to that list during the duration of the Services.

7. PURCHASE OF STOCK IMAGES, FONTS, PHOTOGRAPHY, AUDIO OR VIDEO

Unless specified in the Pricing Structure, the Fees do not include any searches or purchase of stock images, commercial fonts, photography, audio or video.

You can provide stock images, commercial fonts, audio or video, or Bambrick Media can purchase them on your behalf. When any stock images or commercial fonts are purchased on your behalf, Bambrick Media will be the license holder and the image or font can only be used under the terms of the license/s.

You indemnify, and agree to keep Bambrick Media, its directors, officers and employees indemnified, against all Loss arising out of the breach of these licenses.

Standard stock images will be charged according to our current stock image rates.

Costing for any font, photography, audio or video required will be provided for approval separately via a Variation Notice.

Ownership of the finished photography, audio or video will be transferred to you upon full payment of all issued invoices.

Bambrick Media retains ownership of all working files.

8. YOUR APPROVAL & IMPLEMENTATION

Your approval and implementation may be required for a number of items (Approval & Implementation Item) presented to you:

• Service brief;
• keyword recommendations;
• local SEO report;
• on page SEO report;
• ad text;
• ad targeting;
• ad creative;
• design concepts (and your choice of one of them);
• each updated version of the chosen design concept;
• implementation of conversion tracking code
• landing page or website development
• completed design;
• variation Notices; and
• any other item for which Bambrick Media request your approval.

When Bambrick Media provide you with any Approval Item, you must notify us in writing whether you do or do not accept the completed Approval Item.

You will be deemed to have accepted the Approval Item if Bambrick Media do not receive a response from you, within 5 business days.

Your acceptance of the completed Approval Item in accordance with Section 8 means that the Approval Item is complete, and no further amendments are necessary. However, Bambrick Media will not proceed to the next Stage of the Service until Bambrick Media receive your approval to proceed.

There may be Additional Costs in having to reschedule services, staff or facilitate continuance due to unplanned delays in obtaining approval. If unable to perform continuance, the Client may have to pay a shutdown and subsequent restart fee commensurate to the labour and resource costs incurred.

9. SCHEDULING, PRODUCTION AND SERVICE MANAGEMENT

If Bambrick Media consider it to be necessary, Bambrick Media will develop a production schedule for the Services. Bambrick Media will use reasonable commercial endeavours to carry out the Services in accordance with that schedule.

If you delay in providing the approval, implementation, Client Content or feedback Bambrick Media require, then this may result in:

• a change in the delivery deadline set out in the production schedule; or
• if the delivery deadline cannot be changed, a Variation Notice will be issued, including necessary overtime costs.

10. SEARCH ENGINE OPTIMISATION (SEO)

Our Search Engine Optimisation Services may include:

• Keyword research & Keyword Recommendations
• Local SEO Report
• On Page SEO Report
• Copywriting & Content Generation
• Creation of Google Analytics account
• Implementation of Conversion Tracking Code
• Creation of Google Search Console account
• Link Building
• Local Citations
• Monthly Progress Report

Our Search Engine Optimisation Services exclude:

• Implementation of On Page SEO Report
• Implementation of advanced conversion tracking code where website development is needed
• Broken Links cleanup & ongoing maintenance
• Google Search Console management
• Landing Page or Website Development
• Website Maintenance & Security Updates
• New Website Migration
• Change of Strategy Mid-Campaign

11. SEARCH ENGINE ADVERTISING

Our Search Engine Advertising Services may include:

• Keyword research & Keyword Recommendations
• Creation of Google Ads account
• Creation of Google Analytics account
• Setup of conversion tracking in Google Analytics
• Implementation of conversion tracking code
• Creation of text ad copy and ad extensions
• Management of keyword bids and ad targeting
• On-going optimisation and Digital Marketing Campaign analysis
• Monthly Progress Report

Our Search Engine Advertising Services exclude:

• Implementation of advanced conversion tracking code where website development is needed
• Creation of a Privacy Policy
• Landing Page or Website Development
• Change of Strategy Mid-Campaign

Unless otherwise agreed, Bambrick Media will utilise their professional account/s to engage the appropriate third party provider e.g. Facebook, Google.

The client acknowledges that Bambrick Media source suppliers and placements, but the terms and conditions of those placements are governed by the suppliers. You will provide the access to your social media accounts or permission for us to set up accounts on your behalf.

12. DISPLAY ADVERTISING

Our Display Advertising Services may include:

• Creation of display banners
• Creation of Google Ads account
• Setup of conversion tracking and remarketing tags in Google Analytics
• Implementation of Conversion Tracking Code
• Set-up of audience and/or display placement targeting
• On-going optimisation and Digital Marketing Campaign analysis
• Monthly Progress Report

Our Display Advertising Services exclude:

• Implementation of advanced conversion tracking code where website development is needed
• Creation of a Privacy Policy
• Landing Page or Website Development
• Change of Strategy Mid-Campaign

Unless otherwise agreed, Bambrick Media will utilise their professional account/s to engage the appropriate third party provider e.g. Facebook, Google.

The client acknowledges that Bambrick Media source suppliers and placements, but the terms and conditions of those placements are governed by the suppliers.

You will provide access to your social media accounts or permission for us to set up accounts on your behalf.

13. SOCIAL MEDIA ADVERTISING

Our Social Media Advertising Services may include:

• Creation of Facebook ads including image design and ad copy
• Creation of a Facebook ad account within Bambrick Media’s business manager account
• Setup of conversion tracking in Google Analytics
• Implementation of conversion tracking code & Facebook pixel
• Set-up of specific remarketing lists using data from your Facebook pixel
• Set-up of interest and demographic audiences for Digital Marketing Campaign targeting
• On-going optimisation and Digital Marketing Campaign analysis
• Monthly Progress Report

Our Social Media Advertising Services exclude:

• Implementation of advanced conversion tracking code where website development is needed
• Creation of a Privacy Policy
• Landing Page or Website Development
• Setup & management of your Facebook community or Facebook page
• Responding to your comments and downloading leads on your Facebook advertisements
• Integration of Facebook with 3rd party platforms and any resulting data loss
• Change of Strategy Mid-Campaign

Unless otherwise agreed, Bambrick Media will utilise their professional account/s to engage the appropriate third party provider e.g. Facebook, Google.

The client acknowledges that Bambrick Media source suppliers and placements, but the terms and conditions of those placements are governed by the suppliers.

You will provide access to your social media accounts or permission for us to set up accounts on your behalf.

14. SOCIAL MEDIA MANAGEMENT (SMM)

Our Social Media Management services may include:

• social media review, analysis and strategy development;
• social media campaigns, blogs, content creation, client engagement and/or profile management for Facebook, Twitter, LinkedIn or other social media platforms;
• social media analytics;
• social media policy.

You will provide access to your social media accounts or permission for us to set up accounts on your behalf.

15. STRATEGY, CREATIVE AND ANALYTICS

Our Strategy, Creative and Analytics services may include:

• digital marketing audits;
• digital marketing strategy development;
• digital marketing strategy implementation;
• videos, images, memes, infographics, whitepapers, reports and surveys;
• Google analytics;
• reputation management;
• call tracking;

16. ARCHIVING / RETRIEVAL

Bambrick Media will endeavour to store or archive all electronic files used in the production of your Service. However, Bambrick Media provide no guarantee that any stored or archived files can be retrieved in the future.

Once your Service is launched, archiving of the files and database and copies of these files becomes the responsibility of the Client. Bambrick Media can at the request of the Client provide this service for an Additional Cost.

17. DISBURSEMENTS

Disbursement charges are not included in the Fees. If Bambrick Media incur any disbursements or expenses during the course of the Service, Bambrick Media will charge these to you as Additional Costs.

These may include but are not limited to:

• costs of plugins and themes purchased as part of the Service;
• consumable material utilised as part of a Service or Digital Marketing Campaign;
• one-off costs for social media monitoring at events.

18. WARRANTY DISCLAIMER

Nothing in this Agreement excludes, restricts or modifies any right or remedy, or any guarantee, warranty or other term or condition implied or imposed by legislation which cannot be lawfully excluded or limited. Such legislation includes the Australian Consumer Law which contains guarantees that protect the purchasers of goods and services in certain circumstances, each a non-excludable provision.

Subject to Bambrick Media’s obligations under the non-excludable provisions, and to the fullest extent permissible by law, Bambrick Media expressly disclaims all warranties and representations of any kind with respect to the Services whether express, implied, statutory, or arising out of the course of performance, course of dealing or usage of trade including any warranties or merchantability, fitness for a particular purpose, satisfactory quality, accuracy, title or non-infringement.

19. LIMITATION OF LIABILITY AND WARRANTY

To the fullest extent permissible by law, Bambrick Media is not liable (whether in contract or tort) for:

• faults or defects in any services or goods provided by third parties in connection with this agreement; or
• any indirect, special or consequential loss (including loss or corruption of data, loss of profits, revenue, goodwill, anticipated savings and business interruption) however arising, whether or not Bambrick Media knew of the possibility of such loss and whether or not such loss was foreseeable.

To the fullest extent permissible by law, in no event will Bambrick Media’s liability in contract, tort (including negligence and breach of statutory duty) or otherwise arising out of, or in connection with, this agreement exceed the amounts actually paid by the Client to Bambrick Media for the Service;

Bambrick Media makes no warranties regarding the likelihood of success of marketing or promotional activity undertaken pursuant to the agreement.

Without limiting the above, Bambrick Media will use its reasonable endeavours to optimise the performance of your Digital Marketing Campaign, however, Bambrick Media gives no warranties and makes no guarantees in respect of the performance of your Digital Marketing Campaign. You acknowledge that:

• search engine results and ad position will vary for each of the search engines and social media platforms;
• the algorithms of each search engine and social media platform may change unexpectedly from time to time;
• and this is out of the control of Bambrick Media

To the fullest extent permitted by law, the liability of Bambrick Media for a breach of a non-excludable condition is limited to: in the case of the provision of services:

• the supplying of the services again; or
• payment of the cost of having the services supplied again.

in relation to goods:

• the replacement of the goods or the supply of equivalent goods;
• the payment of the cost of replacing the goods or acquiring equivalent goods; or
• the repair of the goods or the payment of the cost of having the goods repaired.
• To the full extent permitted by law, Bambrick Media excludes all liability for the infringement of the Intellectual Property rights of any third party arising from any of the material or content published during the performance of the Services;
• liability for misrepresentation or negligence arising from detrimental reliance on any of the material or content published in accordance with the performance of the Services. It is your responsibility to thoroughly check and gain independent expert advice on the suitability or correctness of the material to be published as part of the performance of the Services;
• liability in respect of loss of data, 3rd party integration failure, breach of our security, interruption of business or any consequential or incidental damages; all representations, warranties or terms (whether express or implied) other than those expressly set out in the agreement.

Bambrick Media’s total aggregate liability for all claims relating to the agreement is limited to the price for the Services payable under this agreement.

Either party’s liability for any claim relating to the agreement will be reduced to the extent to which the other party contributed to the damage arising from the claim.

20. INDEMNITY

You indemnify, defend and hold harmless Bambrick Media in respect of all actions, claims, proceedings, demands, liabilities, losses, damages, expenses and costs (including legal fees on a full indemnity basis), in connection with any of the following:

• any breach of this agreement;
• your negligent acts or omissions; or
• your use of the Services, including any third party claims made in connection with or arising out of the Client’s use of the Service, other than use in accordance with this agreement.
• breach of third party Intellectual Property.

You indemnify, and agree to keep Bambrick Media, its directors, officers and employees indemnified, against all Loss arising from actions taken performing Services.

21. INTELLECTUAL PROPERTY AND SUPPLY OF RAW / EDITABLE FILES

All Intellectual Property Rights in Service Intellectual Property vest in, or will upon their creation vest in Bambrick Media.

Bambrick Media grant you a non-transferable, non-exclusive license to:

• publish one copy of the Service and supporting Service Intellectual Property unless otherwise stated by Bambrick Media; and
• use and reproduce the other Service Intellectual Property;
• You must not, without our prior written consent:
• adapt, create derivative works from or merge the template or other Service Intellectual Property;
• use the Service Intellectual Property for any purpose other than the specific purpose for which Bambrick Media have provided it;
• reverse engineer, disassemble or decompile the Service Intellectual Property;
• distribute, lend, resell, transfer, assign or sublicence the Service or other Service Intellectual Property, or allow any other person to use it except in the course of visiting the Service; and
• remove or attempt to remove any proprietary or copyright notices or any labels on the Service or other Service Intellectual Property;
• Any Landing pages that are created by Bambrick Media, for paid marketing campaigns, will be hosted by Bambrick Media only for the duration of the paid marketing campaign.

The supply of raw / editable files is at the discretion of Bambrick Media. Additional Costs will apply, and may be based upon a percentage of the original Pricing Structure, or a retrieval and release fee.

Stock images and commercial fonts remain the property of Bambrick Media, under license or its licensors at all times and are governed under licensing restrictions and rules and are not transferrable.

All ad text, ad targeting, ad creative and all ad accounts remain Bambrick Media’s;

Bambrick Media do not warrant that your use of the designs, materials or content produced by us for you in the course of the Service will not infringe any third party’s Intellectual Property Rights or any person’s Moral Rights, but Bambrick Media will advise you if Bambrick Media become aware of any infringement.

You agree to carry the Bambrick Media logo or Bambrick Media text hyperlink in or under the website footer.

You agree to allow Bambrick Media to use the Services provided for promotional and portfolio purposes.

As part of the Services, Bambrick Media may place your company logo and case study on its corporate website or promotional collateral for promotional purposes and you irrevocably authorise Bambrick Media to do so.

You agree to provide feedback or a testimony upon request after the release/closure of the Service.

22. CONFIDENTIALITY

Each party agrees to keep confidential, and not to use or disclose except as permitted by these terms and conditions, any Confidential Information of the other party. The parties agree not to disclose these terms and conditions (including any schedules), or any details of a Purchase Order or Pricing Structure. This obligation of confidence extends to Confidential Information obtained by a party before entering into this agreement. Each Party shall refrain from making negative comments about the other Party, whether online or in person.

The obligation of confidence as set out above does not apply to Confidential Information to the extent that is required to be disclosed by law or the rules of any stock exchange on which the recipient’s securities:

• are listed, provided that the recipient discloses the minimum amount of Confidential Information required to satisfy the Law or rules.
• The Party required to disclose the other Party’s Confidential Information as set out above must:
• provide a reasonable amount of notice to the other Party of the proposed disclosure;
• consult with the other Party as to the form of the disclosure; and
• take all reasonable steps to maintain such Confidential Information in confidence.

Each party must take all steps and do all such things as may be necessary, prudent or desirable in order to safeguard the confidentiality of the Confidential Information of the other party.

23. CALCULATION OF FEES IF NOT SPECIFIED

If the Fees are not specified (in a Purchase Order, Pricing Structure or otherwise) at the commencement of the Service, then Bambrick Media will charge you at the Professional Hourly Rates for all work that Bambrick Media carry out for you in the course of the Service.

The Professional Hourly Rates may change from time to time.

Bambrick Media will perform the Services as specified in the Pricing Structure or as agreed in writing with the client, utilising the specified providers and/or platforms, for the specified term.

Bambrick Media reserve the right to reallocate approved pay per click budget between different approved marketing platforms (Google, Facebook/ Instagram or LinkedIn or strategies (demographic targeting / remarketing) based on the effectiveness of the Digital Marketing Campaign in order to maximise results.

Refunds will not be issued for paused Digital Marketing Campaigns or overpayment, a credit note may be issued at Bambrick Media’s discretion.

Travel time is not included in our quotations as Bambrick Media office is our preferred location as it is appropriately set up for meetings and presentations. If you would prefer meetings at your office or any other location additional fees may apply.

Bambrick Media reserves the right to charge Additional Costs caused by the Clients instructions, lack of instructions, interruptions, mistakes, work for which Bambrick Media is not responsible and changes to the requirements, expectations or hardware and software environment, and extra work required caused by faults or defects in any service provided by a third party.

24. PAYMENT

Payment for Digital Marketing Campaigns must be made by credit card (Visa, Mastercard, Amex) or automatic direct debit from your nominated bank account.

Our payment terms are 100% monthly in advance, subsequent payment are due by the 20th of the preceding month. Digital Marketing Campaigns run for a discrete calendar month, Campaigns that start mid-month may have their monthly budget accelerated or stretched to be used by the end of that discrete calendar month in accordance with the Clients preference.

Billing for Digital Marketing Campaigns may not be paused during the initial Term.

The Term will automatically renew for subsequent periods of the same duration, unless either party gives the other party written notice terminating the agreement 30 days prior to the expiration of the Term.

The agreed monthly Online Advertising fees will be invoiced to the client prior to the end of the month. All Online Advertising fees charged by Bambrick Media will be allocated as follows:

• $2,000 or less per month per platform total budget = 50% to media buying and 50% to strategy, management and reporting fees.
• $2,001 to $5,000 per month per platform total budget = 60% to media buying and 40% to strategy, management and reporting fees.
• $5,001 to $30,000 per month per platform total budget 70% to media buying and 30% to strategy, management and reporting fees.
• $30,001  to $50,000 per month per platform total budget = 75% to media buying and 25% to strategy, management and reporting fees.
• $50,001 or more per month per platform total budget = 80% to media buying and 20% to strategy, management and reporting fees.

In relation to our Services, Bambrick Media may issue invoices for:

• payment as indicated in our Pricing Structure or estimate;
• for Additional Costs on an ad hoc basis as agreed.

Bambrick Media reserves the right to suspend all services provided to the client until any payment default is rectified under this Agreement.

25. GST

Unless Bambrick Media expressly state otherwise, the Fees and Additional Costs do not include GST.

If at any time Bambrick Media decide that GST is payable on supplies made by us, or if the Australian Taxation Office assesses GST on any such supplies, then the necessary amount will be added to, and form part of, the Fees or Additional Charges (as the case may be) at the GST rate prevailing at the relevant time.

Bambrick Media reserve the right to recover from you at any time such an amount on account of GST on supplies made by us to you under this agreement.

26. DURATION OF AGREEMENT AND ITS TERMINATION

Upon execution by both parties this agreement will take effect: immediately and remain in effect until the purpose of the Service has been achieved.

The term will automatically renew for subsequent periods of the same duration, unless either party gives the other party written notice terminating the agreement 30 days prior to the expiration of the term or both parties agree in writing to vary the Services provided.

A party may terminate this agreement by notice in writing to the other party if:

• the other party commits a material breach of this agreement that is capable of remedy (including failure to pay any amount due under this agreement) and fails to remedy that breach within [14] days after receiving notice from the other Party to do so;
• the other party commits a material breach of this agreement that is not capable of remedy; or
• the other Party becomes Insolvent.

Bambrick Media may terminate this agreement if:

• you do not provide any information or materials requested within a reasonable time after being asked to do so; or
• Bambrick Media consider that mutual confidence and trust no longer exist.

Upon termination of this agreement:

• our obligation to carry out the Service ceases;
• each party’s rights and obligations accrued prior to termination are not affected;
• the licence granted ceases;
• any unpaid invoice owed to Bambrick Media must be paid, including for any minimum term (failure to do so may result in Bambrick Media registering this default with a credit reporting agency);
• each party must immediately return to the other party (or destroy or delete as the other party directs) all Confidential Information of the other party in its possession or control, except to the extent that the party needs to keep such information to comply with its record-keeping obligations; and
• • • except as provided above and in sections 18, 19, 20, 21, 22 and 28 will continue.

27. DEBT COLLECTION

Bambrick Media reserves the right to refer the collection of any outstanding accounts to a debt collection agency without notice to you.

Bambrick Media reserves the right to record a credit default with a credit reporting agency.

You agree to be liable for any recovery costs and expenses we incur as a result of the referral of the debt to a debt collection agency and furthermore you agree that section 27 (1) of the Debt Collectors (Field Agents and Collection Agents) Act 2014 (Qld) does not apply to our agreement.

In the event that the collection of the debt is referred to our lawyers, you accept liability for and indemnify us for all of our legal costs on a solicitor-client basis.

Interest on overdue invoices shall accrue daily from the date when payment becomes due until the date of payment at the rate of 2% per calendar month.

28. DISPUTE RESOLUTION

If a dispute arises out of or relates to this Agreement, a Party may not commence any court or arbitration proceedings relating to the dispute unless the Party has complied with this clause, except where the Party seeks urgent interlocutory relief. Where a Party fails to comply with this clause any other Party in dispute with the Party so failing to comply need not comply with this clause before referring the dispute to arbitration or commencing Court proceedings relating to that dispute.

A Party claiming that a dispute to which this clause applies has arisen under this Agreement or in relation to this Agreement shall give written notice to each of the other Parties designating as its representative in negotiations relating to the dispute a person with authority to settle the dispute on its behalf. Each other Party given written notice shall promptly give notice in writing to each other Party designating as its representative in negotiations relating to the dispute a person with similar authority.

Bambrick may pause work to conduct whatever investigations deemed appropriate and, within 90 days of the given written notice, seek to resolve the dispute.

If the dispute is not resolved within the following 90 days (or within such further period as the representatives may agree is appropriate), the Parties shall within a further 90 days (or within such further period as the representatives may agree is appropriate) seek to agree on:

• a process for resolving the whole or part of the dispute through means other than litigation or arbitration, such as further negotiations, mediation, conciliation, independent expert determination or mini-trial;
• the procedure and timetable for any exchange of documents and other information relating to the dispute;
• procedural rules and a timetable for the conduct of the selected mode of proceeding;
• a procedure for selection and compensation of any neutral person who may be employed by the Parties to assist in relation to the dispute; and
• whether the Parties should seek the assistance of a dispute resolution organisation.
• The Parties acknowledge that the purpose of any exchange of information or documents or the making of any offer of settlement pursuant to this Clause is to attempt to settle the dispute between the Parties.

After the expiration of the time established by or agreed upon under the Clause for agreement on a dispute resolution process, any Party which has complied with the provisions of Clause 27 and may in writing terminate the dispute resolution process provided for in those paragraphs and may then refer the dispute to arbitration or commence Court proceedings relating to the dispute.

29. GENERAL

Any notice given under this agreement must be in writing, addressed to the other party’s contact persons as notified by the other party.

This agreement does not create a relationship of employment, agency or partnership between the parties.

Bambrick Media may sub-contract our obligations under this agreement.

Bambrick Media may assign all or part of its rights or obligations under this agreement to a 3rd party, by suppling notice in writing to you.

The failure of a party at any time to insist on performance by the other party of an obligation under this agreement is not a waiver of any of its rights.

If part or all of any of the provisions of this agreement is illegal or unenforceable, it will be severed from this agreement, and will not affect the continued operation of the remaining provisions.

The additional terms and conditions referred to sections 18, 19, 20, 21, and 22 do not apply to the extent that they:

• are not permitted under Australian law; or
• exclude or unlawfully limit any applicable Consumer Guarantee or Title Guarantee.

Bambrick Media may change this agreement from time to time. The new terms will apply to any Service that commences after the date that Bambrick Media publish the changed terms and conditions. Your engagement of our Services after that date signifies your acceptance of the amended agreement.

This agreement is governed by the laws of Queensland and the Commonwealth of Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of Queensland and shall not:

• object to an action being brought in the Queensland Registry of a court of that State or Federal Court; or
• assert that any action has been brought in an inconvenient forum;
• and each party undertakes to refrain from:
  • bringing an action in any other court or tribunal whether within Australia or otherwise; and
  • seeking pursuant to the Jurisdiction of Courts (Cross-vesting) Act 1987 (Qld) (as amended) or otherwise to transfer any action to another State or Territory; in relation to any dispute which arises directly or indirectly from this agreement.

This agreement is to be read subject to any legislation that prohibits or restricts the exclusion, restriction or modification of any implied warranties, conditions or obligations. If such legislation applies, to the extent possible, Bambrick Media limits its liability in respect of any claim to, at Bambrick Media’s option:

• the redelivery of the Services: or
• the payment of the cost of redelivery of the Services or acquiring equivalent services;
• This agreement constitutes the entire agreement of the parties as to the subject matter and supersedes and cancels all prior arrangements, understandings and negotiations in connection with it. Any statement made in negotiations for this agreement which is not set out in this agreement does not form part of the agreement between the parties.

30. INTERPRETATION

In this agreement:

• a reference to “this agreement” means these terms and conditions (including any schedule) together with a Purchase Order or Pricing Structure (if any);
• headings and bold type are for convenience only and do not affect the interpretation of these terms;
• the singular includes the plural and the plural includes the singular;
• words of any gender include all genders;
• other parts of speech and grammatical forms of a word or phrase defined in this agreement have a corresponding meaning, unless the context clearly requires otherwise;
• an expression importing a person includes any company, partnership, joint venture, association, corporation or other body corporate and any government agency as well as an individual;
• a reference to any legislation includes all delegated legislation made under it, and amendments, consolidations, replacements or re-enactments of any of them;
• a reference to a party to a document includes that party’s successors and permitted assignees;
• a promise on the part of 2 or more persons binds them jointly and severally;
• no provision of this agreement will be construed adversely to a party because that party was responsible for the preparation of this agreement or that provision; and
• specifying anything in this agreement after the words “include” or “for example” or similar expressions does not limit what else is included.

Definitions

Additional Costs means all additional costs that Bambrick Media are permitted to charge you under this agreement.

Approval Item is defined in clause 8.1.

Australian Consumer Law means Schedule 2 of the Competition and Consumer Act 2010 (Cth).

Bambrick Media, we, us or our means Bambrick Media Pty Ltd ABN: 86 112 089 102 of Level 4, 196 Wharf Street, Spring Hill, Queensland.

Broken Links Usually occur when pages are renamed or removed from an existing or new website. Search engines look at the number of broken links when determining a website’s ranking, making regular cleanup necessary. The volume of work involved and frequency vary with each individual website. Therefore, clean up is not included in your SEO campaign. Bambrick Media will do regular broken link checks and advise you of what broken links need to be cleaned up.

Change of Strategy Mid-Campaign If you decide to change your keywords, ad text, ad targeting, ad creative within 3 months of commencement of the Online Advertising services or 12 months of the commencement of the Search Engine Optimisation services, you will be charged at our Professional Hourly Rate to make those changes.

Claim means a demand, action or proceeding of any nature whether actual or threatened.

Client, you or your means, in relation to any work that Bambrick Media do for you:

• the person named as the Client in the Purchase Order;
• if there is no Purchase Order, then the person named as the Client in the Pricing Structure; or
• if there is no Pricing Structure, then the person for whom Bambrick Media are undertaking the Service.

Client Content is defined in section 5.

Confidential Information of a party:

• 1. means any information:
• regarding that party’s business or affairs;
• regarding that party’s customers, employees, or other people doing business with that party;
• which is by its nature confidential;
• which is designated as confidential by that party at the time of disclosure or within 14 days after disclosure; or
• which the other party knows or ought to know is confidential;

Consumer Guarantee means a consumer guarantee applicable to this agreement under the Australian Consumer Law, (including any ‘express warranty’ within the meaning of section 2(1) of the Australian Consumer Law).

Content Management System (CMS) A content management system (CMS) is a web-based software application or set of related programs that are used to create and manage digital website content.

Copywriting & Content Generation All SEO campaigns include initial website copywriting and content generation as part of the ongoing article submission and Link Building strategy. If your advertising strategy requires additional copywriting and content generation in the form of blog articles, press releases or additional landing page or website content this can be produced at our Professional Hourly Rate.

Digital Marketing Campaign is the execution of the Services as defined in section 3, combined with the strategy, keywords, ad text, ad targeting, ad creative as agreed between the client and Bambrick Media.

Fees means, in respect of a Service:

(a) the Fees payable to us for the Service as set out in a Pricing Structure or Invoice or

(b) if no Fees are specified, Fees for all work Bambrick Media do in the course of the Service calculated in accordance with section 23.

Finalisation means when the Service is handed over to you for your data entry and/or testing (not when the Service is launched).

GST means a goods and services tax or similar tax levied in Australia.

Insolvent in relation to a party, means that:

• the party has ceased or taken steps to cease to conduct its business in the normal manner;
• the party has entered into or resolved to enter into any arrangement, composition or compromise with or assignment for the benefit of its creditors or any class of them;
• the party is unable to pay its debts when they are due;
• a liquidator or provisional liquidator is appointed to the party, or a receiver, receiver and manager, official manager, trustee or similar official is appointed over any of the party’s assets or undertakings;
• an application or order is made or a resolution is passed for the winding up of the party; or
• an event similar to one above occurs in respect of the party in any non-Australian jurisdiction.

Intellectual Property Rights means all industrial and intellectual property rights anywhere in the world, including:

• copyright, patents, trademarks, plant breeder’s rights, rights in circuit layouts, registered designs and any right to have confidential information kept confidential; and
• any application or right to apply for registration of any of the rights referred to above.

Keyword Recommendations Bambrick Media will aim to find the most profitable keywords for your business. These keywords will have the right context, have significant demand, rank potential, and able to grow current organic visibility. Once these are agreed, we do not recommend a Change of Strategy Mid-Campaign. The movement of these keywords depends on a number of factors including the nature of the business, industry, search volume and search demand. Improvement comes gradually and it takes months of monitoring before we gauge keyword performance.

Landing Page or Website Development We will provide an initial landing page or website assessment to recommend changes to improve your conversion rate. If your landing page or website is built on one of our supported Content Management Systems we may be able to make changes to your landing page or website at our Professional Hourly Rate.

Link Building We will create hyperlinks (backlinks) from a number of different news, blog and directory websites to your website’s URL. Search engines analyse the popularity, relevance, and authority of a website through the number of quality hyperlinks pointing back to the website. Growing the backlink profile of a website is a critical part of SEO. The more quality backlinks a website has from trusted sources, the better the chances are for ranking at the top of search results.

Local SEO Report As part of the search engine optimisation Services and in accordance with Bambrick Media’s discretion we will prepare a comprehensive report that details the recommended best practice changes to local directory listings that are necessary to improve the website’s rankings in the most popular search engines at that point in time. These practices will change from time to time as determined by the regularity of the search engines algorithm updates. Bambrick Media will use its best endeavours to update and reissue the Local SEO Report as frequently as Bambrick Media deems is necessary to reflect best practice local SEO practices.

Bambrick Media will create local citations for the client. Citations show the website’s relevance and validity, which help search engines identify the business’ expertise in a particular niche. Citations include local directory listings such as Google My Business, Bing Places, Yelp, Maps Connect (Apple), and many more. For these local citations to be effective, the business name, address, and phone number (NAP) must be consistently listed across the web. All these will be detailed in the Local SEO Report we will send to the client.

Loss means:

• any liability, cost, expense, loss, personal injury (including illness), death or damage; and
• in relation to a Claim, Loss includes amounts payable on the Claim and (whether or not the Claim is successful), legal costs and disbursements on a full indemnity basis.

Monthly Progress Report Every month, we will send a report which details the Digital Marketing Campaign’s progress and enquiry volume (where available). This is also the time when account managers schedule calls to clients to explain how the Digital Marketing Campaign is progressing and if there are recommended changes needed to be completed to further improve the Digital Marketing Campaign.

Moral Rights are defined in section 189 of the Copyright Act 1968 (Cth), and includes any similar rights in any jurisdiction outside Australia.

New Website Migration Maintaining organic position in search results when launching a new website requires extensive planning & research and careful & precise execution. There is a strict process that needs to be followed to ensure all ranking equity, organic rankings, and traffic are retained. A big part of this process is mapping and implementing a series of 301 redirects. When planning the new website build, please contact Bambrick Media and we will provide you a list of key pages and content that need to be included as part of the new site. In addition, when the site is nearing completion, please let us know and we will produce a mapping document that will lay out what old pages need to be redirected to new pages to ensure no ranking equity is lost.

Online Advertising includes Search Engine Advertising, Display Advertising, & Social Media Advertising.

On Page SEO Report As part of the search engine optimisation Services and in accordance with Bambrick Media’s discretion we will prepare a comprehensive report that details the recommended best practice changes to the website that are necessary to improve the website’s rankings in the most popular search engines at that point in time. These practices will change from time to time as determined by the regularity of the search engines algorithm updates. Bambrick Media will use its best endeavours to update and reissue the On Page SEO Report as frequently as Bambrick Media deems is necessary to reflect best practice on-page SEO practices.

The On Page SEO Report will recommend a series of changes to the website (on site changes). Generally, most of the on-site content and basic structural changes for an SEO campaign can be done through the website’s Content Management System (CMS). However, there may be more major structural changes required on your website such as changes to: the URL structure, new page templates, sitemaps, website crawlability, mobile friendliness, page speed, social media buttons, breadcrumbs snippet, structured data schema, and Broken Links cleanup which will need to be completed by the clients website developer. If your website is built on one of our supported Content Management Systems we may be able to make changes to your website at our Professional Hourly Rate.

Privacy Policy Before you can conduct search engine or social media advertising your website must have a privacy policy stating what you do to protect your visitors’ privacy and disclose the use of cookies on the site. We are unable to activate live search engine or social media advertising campaigns until your website has a compliant privacy policy. We can prepare one for you at our Professional Hourly Rate.

Pricing Structure means a proposal or fee estimate that Bambrick Media provide to you in respect of any work that you have asked us to do.

Professional Hourly Rate means the rate Bambrick Media charges per hour for professional Services and is currently $160.00 + GST (subject to change).

Purchase Order means a document issued (in writing or electronically) by us to you that sets out:

• the Services that Bambrick Media will provide to you;
• the estimated times within which those Services will be provided; and
• the Fees payable to us for those Services.

Schedule of Fees means the rates and packages attached to this document, and any replacement of that professional services schedule released from time to time.

Service means, in relation to any work that Bambrick Media do for you:

• the Service described in a Purchase Order;
• if there is no Purchase Order, the Service described in a Pricing Structure;
• if there is no Pricing Structure, then the Service described in the Specifications; or
• if there are no Specifications, then the work that you have asked us to do.

Service Intellectual Property means designs, artwork, software and materials provided to you in the course of the Service, and any other Intellectual Property Rights created in the course of the Service, but does not include:

• the Content Management System (except to the extent that Bambrick Media have modified it);
• the Bambrick Media website Tools (except to the extent that Bambrick Media have modified them); or
• Client Content.

Services means the Services that Bambrick Media provide to you in the course of the Service, as described in section 3.

Specifications means specifications for the work that you have asked us to do, and that you provide to us before or at the commencement of the Service.

Title Guarantee means a guarantee pursuant to any of sections 51, 52 or 53 of the Australian Consumer Law.

Variation means changes to the Pricing Structure, Specifications as described in section 6 and elsewhere in this agreement.

Variation Notice means is the written notification regarding the costs associated with Variations as described in section 6 and elsewhere in this agreement.

Warranty is any fix required to a supplied Bambrick Media Service within 28 days of Finalisation. The determination of warranty labour is at Bambrick Media’s discretion.

Website Maintenance & Security Updates A slow-loading, poorly working website will negatively affect the success of any Digital Marketing Campaign. If a search engine determines that a website has broken pages, spam or viruses, it would no longer list the website in search results. Search engines make sure that the links served at the top of search results are quality websites that visitors would find helpful and relevant. To keep your Digital Marketing Campaign working optimally, regular website maintenance and security updates must be done. This includes checking the website’s back-end for any bugs and errors, monitoring search console, conducting link cleanup, security version updates and patches. The client’s website developer must ensure these tasks are completed regularly. If your website is built on one of our supported Content Management Systems we may be able to make changes to your website at our Professional Hourly Rate.

These are the Terms and Conditions on which Bambrick Media Pty Ltd ABN: 86 112 089 102 (Bambrick Media) will carry out work for you. They will apply each time that you ask us to do work for you, or carry out a Service. They set out our Services and what you can expect from us. Please read them carefully. It is a condition of your use of our Services that you comply with these Terms and Conditions.

These Terms and Conditions are subject to change without notice and may be superseded. Bambrick Media may modify these Terms and Conditions by general notice on a page of our website, by email or by any other method of communication.

1. ENGAGEMENT

You may engage us to carry out a Service for you by:

• signing and returning a Pricing Structure to us; or
• providing an authorised Purchase Order; or
• in the case of smaller engagements by written verification.

Unless Bambrick Media notify you otherwise, Bambrick Media will accept that engagement, subject to these Terms and Conditions. The Service will commence in line with the Service schedule or when Bambrick Media accept the engagement.

2. PRICING STRUCTURES

If Bambrick Media provide you with a Pricing Structure for the Service, then that Pricing Structure:

• is based on the Specifications, and is subject to change if the parties agree to amend the Specifications;
• is not inclusive of GST;
• and is valid for a period of 30 days from the date Bambrick Media issue the Pricing Structure, unless otherwise agreed by Bambrick Media.

3. SERVICES

The Services that Bambrick Media provide to you, and any specific terms, may include some or all of the following:

• Consultation;
• Workshops;
• Design;
• Copywriting;
• Development/Technology;
• Maintenance;
• Third Party Software;
• Training;
• Warranty;
• Support & Maintenance Packages;
• Hosting;
• Domain Name Services;
• Email/SMS Marketing;
• Strategy and Analytics.

You acknowledge that electronic services are subject to interruption and breakdown and all non-electronic services are subject to disruption, and therefore:

• the Services will not be error-free or uninterrupted; and your access to the Service and the operation of the Service will not be error-free or uninterrupted.
• Bambrick Media reserves the right to continue to provide the Services and/or invoice you for the Services in the event of any disruption, other than a disruption caused by Bambrick Media’s negligence or willful acts or omissions.

4. HOURS OF SERVICE

All Services will be carried out between 8:30 am and 5:30 pm (local office time), Monday to Friday excluding public holidays and the Christmas / New Year closure periods; unless specifically included as a paid additional service.

5. STAGED APPROACH

For most Projects we prefer to adopt a staged approach for planning and implementation purposes.

6. DISCOVERY STAGE

In a workshop with key stakeholders, Bambrick Media will define the keys to success, strategy, functionality, branding, look and feel, and the more complex technical aspects that will drive the Project. The deliverables for the discovery stage may include:

• functional specifications (sitemap and wireframes);
• design and/or marketing specifications;
• fixed price pricing structure for the design and/or marketing;
• estimate for development/technology;
• strategy workshop.

7. CREATIVE STAGE

Following on from the discovery stage, Bambrick Media will take control and work through our process. The technology team will work collaboratively to create and develop the technical specifications and database schema/architecture.
The deliverables for the creative stage may include:

• completed design, content and/or brand;
• technical specifications;
• database schema/architecture;
• fixed price pricing structure for development/technology.

8. DEVELOPMENT STAGE

The development stage is usually the largest and most involved. Throughout this stage Bambrick Media likes to work as close as possible with you via your Project Manager. The deliverables for the development stage may include:

• coding;
• completed development;
• deployment;
• integrations.

9. TESTING STAGE

The deliverables for the testing stage may include:

• testing;
• quality assurance;
• user acceptance testing.

10. GO-LIVE STAGE

Once the Project is completed, we will ensure that it is ready to go live. The deliverables for the go-live stage may include:

• server configuration;
• meta information;
• 301 redirects;
• sitemap creation and submission to Google;
• Google analytics installed.

11. PROJECT MANAGEMENT

Bambrick Media will provide specific allotted hours of project management in order to deliver this service within a set project timeframe. The primary contact for the delivery of this service will be the Bambrick Media project manager, assigned by Bambrick Media.

All correspondence for the delivery of the stages of the project or scoped services will be to and with the assigned project manager and be provided through Bambrick Media’s assigned project management system. The assigned system will deliver tasks to and from the client through emails. The system provides an auto file system that saves all correspondence in their logical fields, subjects and projects, allowing easy access to all information for the client and the project team.

This Project Management platform’s correspondence feature is mandatory for every project engaging Bambrick Media to ensure the timely delivery of projects, an approval system for stages and projects delivered to budget. Bambrick Media will provide tools, training and logins for the Project Management platform during the kickoff meeting.

Failure to utilise this feature or to not follow subject chains in the nominated project management platform will incur additional costs to cover manually transferring information to the project management platform.

12. CONTENT AND MATERIALS SUPPLIED BY YOU

You must supply to Bambrick Media all required materials you want us to use in the Service, and all other content and materials Bambrick Media reasonably request (Client Content) in a timely manner.

You must supply all Client Content in the following digital format/s:

• text/copy: Microsoft Word, Google Docs or Rich Text (clearly labelled and in correct order);
• tables: Microsoft Excel, Google Sheets (clearly labelled and in correct order);
• images: high resolution where possible (JPEG, PNG files);
• logos: vector format (Illustrator EPS/AI);
• diagrams/maps: vector format (AI) or (JPEG files);
• if required, access to your current website and database via SSH, ftp and/or CMS/hosting control panel login;
• brand style guidelines (if applicable).

Bambrick Media may charge additional costs if the Client Content is not provided in the appropriate format — appropriately named or filed in Google Drive, or if the material is not supplied when requested.

You warrant that the materials or content you provide to us, or that are provided to us on your behalf, will not: breach any rights (including Intellectual Property Rights or Moral Rights) of any third party; or compromise the security or operation of our computer systems, through a virus or otherwise.

13. VARIATIONS AND ADDITIONAL COSTS

If during the course of our engagement there are changes in the Specifications of the Service, the changes will be treated as a Variation.

Where a Variation occurs Bambrick Media reserves the right to halt work and review the Service costings. Bambrick Media will discuss the Variation with you and where required will issue a Variation Notice which is to include the modifications to the Specifications and any associated costs. Bambrick Media will not proceed with the Services until Bambrick Media receive your written approval to proceed.

Examples of Variations include:

• changes in the Specifications during the design stage i.e. additional pages requiring design, additional design elements/features etc.;
• additional pages, features, functionality etc. required / introduced in the development stage;
• customisation of the CMS or building an extension not specified in the approved design, Specifications or database schema/architecture;
• additional project management time;
• introduction of additional requirements not discussed during the initial workshop;
• costs for commercial fonts, photography, audio and video;
• additional Service management time;
• unplanned delays in obtaining approval, Client Content or feedback resulting in Bambrick Media
  having to reschedule services, staff or facilitate continuance;
• overtime required to meet deadlines due to delays by the Client providing approval, Client Content or feedback;
• development work not specified within the original scope.

It is our process to include Service management time in all quotes, but from time to time Bambrick Media are required to not only manage the Bambrick Media team but also manage your team. This is generally not known at the time of quoting and may be treated as a Variation.

If during the course of our engagement there are small changes in the Service, Bambrick Media will contact you and provide an estimate of the Additional Costs for these small changes.

Where possible, Bambrick Media will attempt to obtain approval from you prior to undertaking the additional work. However, in some cases due to deadline and availability constraints, this may not be possible and Bambrick Media may proceed with the work without obtaining approval.

Additional Costs will be invoiced separately to the Client on an ad hoc basis, charged at current Professional Hourly Rates.

Examples of Additional Costs include:

• content not in the appropriate format;
• extra workshops or workshops requiring additional hours;
• requested additional design concepts / alternatives;
• requested changes to the design after final approval has been requested or provided;
• uploading and styling/layout of additional Client Content;
• additional meetings and travel time.

14. PURCHASE OF STOCK IMAGES, FONTS, PHOTOGRAPHY, AUDIO OR VIDEO

Unless specified in the Pricing Structure, the Fees do not include any searches or purchase of stock images, commercial fonts, photography, audio or video.

You can provide stock images, commercial fonts, audio or video, or Bambrick Media can purchase them on your behalf. When any stock images or commercial fonts are purchased on your behalf, Bambrick Media will be the license holder and the image or font can only be used under the terms of the license/s.

You indemnify, and agree to keep Bambrick Media, its directors, officers and employees indemnified, against all Loss arising out of the breach of these licenses.

Standard stock images will be charged according to our current stock image rates. Costing for any font, photography, audio or video required will be provided for approval separately via a Variation Notice.

Ownership of the finished photography, audio or video will be transferred to you upon full payment of all issued invoices. Bambrick Media retains ownership of all working files.

15. YOUR APPROVAL AND INTERPRETATION

Your approval and implementation may be required for a number of items (Approval & Implementation Item) presented to you:

• service brief;
• design concepts (and your choice of one of them);
• each updated version of the chosen design concept;
• landing page or website development;
• completed design;
• variation Notices; and
• any other item for which Bambrick Media request your approval.

When Bambrick Media provide you with any Approval Item, you must notify us in writing whether you do or do not accept the completed Approval Item.

You will be deemed to have accepted the Approval Item if Bambrick Media do not receive a response from you within 5 business days.

Your acceptance of the completed Approval Item in accordance with paragraph 8.2 or 8.3 means that the Approval Item is complete, and no further amendments are necessary. However, Bambrick Media will not proceed to the next Stage of the Service until Bambrick Media receive your approval to proceed.

There may be Additional Costs in having to reschedule services, staff or facilitate continuance due to unplanned delays in obtaining approval. If unable to perform continuance, the Client may have to pay a shutdown and subsequent restart fee commensurate to the labour and resource costs incurred.

16. SCHEDULING, PRODUCTION AND PROJECT MANAGEMENT

If Bambrick Media consider it to be necessary, Bambrick Media will develop a production schedule for the Services. Bambrick Media will use reasonable commercial endeavours to carry out the Services in accordance with that schedule.

If you delay in providing the approval, implementation, Client Content or feedback Bambrick Media require, then this may result in:

• a change in the delivery deadline set out in the production schedule; or
• if the delivery deadline cannot be changed, a Variation Notice will be issued, including necessary overtime costs.

17. CONSULTATION

Our consultancy services may include:

researching and developing a tailored strategy, campaign planning and implementation, current system review and analysis; audits, workshops, public speaking and installation;
project management of a third party or internal implementation.

18. WORKSHOPS

Our workshop service varies in length, cost and deliverables based on the brief and other requirements.
Unless otherwise specified in the pricing structure the workshop will be held in one of the Bambrick Media offices.
Extra workshops or workshops requiring additional hours will be an Additional Cost.

Deliverables from a workshop may include:

• in-depth brief;
• stakeholder review and analysis;
• customer feedback and insights;
• recommendations and documentation;
• functional specifications (sitemap and wireframes);
• design specifications;
• marketing specifications;
• fixed price pricing structure for the design;
• estimate for development/technology.

19. DESIGN

Our design services will include:

• delivery to you of one design concept (or as specified in the pricing structure); and
• one round of alterations.

Upon completion of the alteration, Bambrick Media will supply an updated version of the design concept to you.

If you request additional concepts or alterations, or request changes to the design after final approval has been requested or provided, the work will be an additional cost.

The deliverables from the creative stage may include:

• completed design;
• technical specifications;
• database schema/architecture;
• fixed price pricing structure for development/technology.

Other design services may include:

• branding – competitor analysis, name research;
• URL review, logo trend analysis, branding options, refinement, final brand and logo and style guide;
• discussions regarding developing options for your digital marketing strategy, current system review and analysis;
• other design services.

Ownership of the finished design will be transferred to you upon full payment of all issued invoices.

Bambrick Media retains ownership of all working files.

20. COPYWRITING

Our copywriting services may include:

• General website text;
• Blog writing;
• EDM copy.

Our copywriting services include presentation of one copy and one round of alterations for each copy/blog.

Ownership of the finished copy will be transferred to you upon full payment of all issued invoices.
Bambrick Media retains ownership of all working files.

21. DEVELOPMENT/TECHNOLOGY

Our development/technology services will be derived from the pricing structure, the technical specifications, and final deliverables from discovery and design stages.

Our development/technology services may include uploading and styling/layout of the Client Content to the developed Software. If applicable we will complete a specified number of standard pages or screens of the Software. If we complete additional pages or screens for you, the additional work will be an additional cost.

A Content Management System (CMS) may be provided as part of the Project. Unless otherwise specified in the pricing structure, our services do not include customisation of this CMS, its extensions, plugins or components. Any customisation required:

• the work will be a Variation;
• the customisation, extension, plugin or component remains licensed under the original author or Bambrick Media; and
• you accept and must comply with the CMS terms and conditions in relation to your use of the customisation extension, plugin or component.

You acknowledge that the CMS and many of its extensions, plugins and components are provided by third parties, and therefore:

• we have limited control over the functionality or operation of the CMS and its extensions etc; and
• you accept and must comply with the terms and conditions of those third parties relating to the CMS.

A Standard Page or Screen is: up to 500 words, up to 3 images and up to one implementation of any tabular data.

Unless otherwise specified in the pricing structure or as agreed in writing with Bambrick Media, Bambrick Media retains ownership of the IP of any custom applications.

You acknowledge that:

• Bambrick Media is free to reuse any code, inventions, extensions, plugins or components and you grant Bambrick Media an indefinite perpetual licence to use, resell and modify.
• Ownership of the finished deliverable will be transferred to you upon full payment of all issued invoices.
• Bambrick Media retains ownership of all working files.
• Unless otherwise agreed for all apps being uploaded to an app store (iTunes, PlayStore, Windows App Store), Bambrick Media will be listed as the “developer”. If in the event the Client wishes to be the “developer” with their own account, the costs to action such transfer will be an Additional Cost.

You acknowledge that:

• the Software that is developed by Bambrick Media may run on third-party platforms, Software and environments and therefore if any of these third-party platforms, Software or environments make an update or discontinue this may cause your Software to break down, be interrupted or not operate at full functionality.

22. MAINTENANCE

Our maintenance services consist of making modifications / updates based on the pricing structure, brief and/or Specifications.
Unless otherwise specified in the pricing structure, the Fees for modification do not include any provision for training or post-implementation support or warranty.

23. THIRD PARTY SOFTWARE

As part of a Project we may provide Third Party Software as part of the Project. You acknowledge that:

• we have limited control over the functionality or operation of the Third Party Software;
• if the third parties provide data or other information for use with the Software, we have no control over the accuracy or completeness of that information;
• you accept and must comply with the terms and conditions of the Third Party Software providers; and those Third Party Software providers may invoice you directly for ongoing costs relating to your use of the Software;
• the Fees for the Third Party Software may change from time to time. The new prices not supplied directly by the provider will apply from the date that we notify you.

24. TRAINING

The pricing structure may include training sessions of varying length, content and outcomes. Training sessions will be conducted in one of Bambrick Media’s offices, with no more than 3 trainees. If additional training sessions are required, or you wish to have additional attendees at a training session, or require training at your office, there may be an Additional Cost.

25. WARRANTY

The Fees for development/technology include the provision of a limited warranty for a period of 90 days to fix identifiable bugs. Extended warranty periods are negotiable.

The warranty becomes effective from the date of Finalisation.
All identified bugs must be reported within the Warranty period.

It is your responsibility to review and test the Software and ensure you are satisfied with it during the testing and warranty periods.

Any modifications that are not defined as a bug for the purposes of this warranty will be quoted for separately or placed on a Support & Maintenance Package. Any bugs that fall outside the warranty period will be quoted for separately or placed on a Support & Maintenance Package.

When open source Software, such as WordPress, Magento, MySQL, PHP and Apache, is used to build and host websites, we cannot guarantee that these open source Software products are error-free. Any work required to address bugs, version or system updates, are not included under the Warranty and will be quoted for separately, or placed on a Support & Maintenance Package.

Any bug fixes or changes required as a result of upgrades to mobile operating systems like iOS, Android or Windows, are not included under the Warranty and will be quoted for separately, or placed on a Support & Maintenance Package.

Unless otherwise specified in the pricing structure, Warranty will only apply to:

• the latest 2 versions of Chrome, Firefox and Safari;
• the latest 2 operating systems of Windows, Android and iOS smartphones;

at the time of the Finalisation.

The determination of warranty labour is at Bambrick Media’s discretion.

26. SUPPORT & MAINTENANCE PACKAGES

Support and maintenance services are a paid service utilising paid Support & Maintenance Packages.
Our support services consist of, but are not limited to:

• answering your technical questions relating to the Software, its operation and the Content Management System and the extensions, plugins or components provided with it; and
• resolving technical issues that arise in relation to the Software or its operation, except as set out above.

Our maintenance services may consist of, but are not limited to:

• website backup & recovery;
• CMS updates;
• plug-in updates;
• hosting space increases;
• general design services;
• general copywriting services;
• general development services;
• general marketing services;
• small updates to Software;
• design and development of landing pages;
• out of warranty bug fixes;
• out of scope project work – design or development;
• data entry;
• content changes;
• general project management.

Our support and maintenance services do not include resolving:

• issues that relate to your networks, email, computer systems or Software;
• other technical issues not arising directly from the Software.

You may be required to provide to us, at your own cost, access to the Software and your computer network and any systems required in order for us to provide the support and maintenance services. If you do not provide us with such access within a reasonable time after we request it, then:

• we are not obliged to provide you with any support & maintenance services; and
• we are not obliged to return to you any portion of the Fees that you have paid to us for the provision of the support & maintenance service.

Support & Maintenance Package reduced hourly rate deals require that the Support & Maintenance Package be paid for in full before any work is undertaken. Work undertaken outside of a Support & Maintenance Package will be charged at our current Professional Hourly Rates.

Support & Maintenance Packages are not designed for major creative, technology, development or marketing tasks rather for tasks that can be completed within a maximum of 40 hours. Any work that will require more time than this to complete will require a pricing structure.

Estimated time to complete requested support and maintenance tasks may be provided when, and if possible, at Client’s request. Commencement of support tasks will start upon receipt of written support brief/request, confirmation of time estimate provided (where required and possible) and availability of hours on a Support & Maintenance Package.

Support & Maintenance Package activities are limited to Software and Services created by Bambrick Media.

Unused Support & Maintenance Packages will not be refunded.

27. HOSTING

If we provide hosting services for the Website, those hosting services are governed by our Web Hosting Terms of Service and our Acceptable Use Policy available on our website.

28. DOMAIN NAME SERVICES

Bambrick Media does not represent or warrant the availability, suitability or registerability of any domain name.

Bambrick Media will not, at any time, assume any liability whatsoever in respect of the use of any domain name. Any disputes arising must be resolved between the parties involved.

You must not transfer a domain name to another internet service provider unless you have first paid all Bambrick Media accounts in full.

When a domain name is due for renewal we will issue and invoice with at least 14 days notice. If the invoice is not paid prior to the due date, we cannot guarantee the continuance of the domain name.

29. EMAIL/SMS MARKETING

Bambrick Media will provide email and/or SMS services utilising an agreed service provider.

You will be responsible for the costs associated with engagement of the email and/or SMS service provider. You warrant that in accordance with the Privacy Act 1988 (Cth):

• you have consent from the recipients to receive email messages that will be sent or the message is directly related to the primary purpose for which the customers’ email accounts was recorded;
• the email will contain accurate information about the Client that authorised the sending of the message and how they may be contacted;
• you authorise a functional unsubscribe facility to allow the recipient to opt out from receiving future email messages. Any opt-out received must be honoured within five (5) business days.

You warrant that in accordance with the SPAM Act 2003 (Cth):

• you have consent from the recipients to receive SMS messages that will be sent and is therefore not an unsolicited commercial electronic message as defined by section 6 of the SPAM Act 2003 (Cth) (SPAM Act);
• the SMS will contain accurate information about the Client that authorised the sending of the message and how they may be contacted;
• you authorise a functional unsubscribe facility to allow the recipient to opt out from receiving future SMS messages. Any opt-out received must be honoured within five (5) business days.

30. ARCHIVING/RETRIEVAL

Bambrick Media will endeavour to store or archive all electronic files used in the production of your Service.

However, Bambrick Media provide no guarantee that any stored or archived files can be retrieved in the future.

Once your Service is launched, archiving of the files and database and copies of these files becomes the responsibility of the Client. Bambrick Media can at the request of the Client provide this service for an Additional Cost.

31. DISBURSEMENTS

Disbursement charges are not included in the Fees. If Bambrick Media incur any disbursements or expenses during the course of the Service, Bambrick Media will charge these to you as Additional Costs.

These may include but are not limited to:

• costs of plugins and themes purchased as part of the Service;
• consumable material utilised as part of a Service.

32. WARRANTY DISCLAIMER

Nothing in this Agreement excludes, restricts or modifies any right or remedy, or any guarantee, warranty or other term or condition implied or imposed by legislation which cannot be lawfully excluded or limited. Such legislation includes the Australian Consumer Law which contains guarantees that protect the purchasers of goods and services in certain circumstances, each a non-excludable provision.

Subject to Bambrick Media’s obligations under the non-excludable provisions, and to the fullest extent permissible by law, Bambrick Media expressly disclaims all warranties and representations of any kind with respect to the Services whether express, implied, statutory, or arising out of the course of performance, course of dealing or usage of trade including any warranties or merchantability, fitness for a particular purpose, satisfactory quality, accuracy, title or non-infringement.

33. LIMITATION OF LIABILITY AND WARRANTY

To the fullest extent permissible by law, Bambrick Media is not liable (whether in contract or tort) for:

• faults or defects in any services or goods provided by third parties in connection with this agreement; or
• any indirect, special or consequential loss (including loss or corruption of data, loss of profits, revenue, goodwill, anticipated savings and business interruption) however arising, whether or not Bambrick Media knew of the possibility of such loss and whether or not such loss was foreseeable.

To the fullest extent permissible by law, in no event will Bambrick Media’s liability in contract, tort (including negligence and breach of statutory duty) or otherwise arising out of, or in connection with, this agreement exceed the amounts actually paid by the Client to Bambrick Media for the Service;

Bambrick Media makes no warranties regarding the likelihood of success of marketing or promotional activity undertaken pursuant to the agreement.

To the fullest extent permitted by law, the liability of Bambrick Media for a breach of a non-excludable condition is limited to: in the case of the provision of services:

• the supplying of the services again; or
• payment of the cost of having the services supplied again.

In relation to goods:

• the replacement of the goods or the supply of equivalent goods;
• the payment of the cost of replacing the goods or acquiring equivalent goods; or,
• the repair of the goods or the payment of the cost of having the goods repaired.

To the full extent permitted by law, Bambrick Media excludes all:

• liability for the infringement of the Intellectual Property rights of any third party arising from any of the material or content published during the performance of the Services;
• liability for misrepresentation or negligence arising from detrimental reliance on any of the material or content published in accordance with the performance of the Services. It is your responsibility to thoroughly check and gain independent expert advice on the suitability or correctness of the material to be published as part of the performance of the Services;
• liability in respect of loss of data, breach of our security, interruption of business or any consequential or incidental damages; all representations, warranties or terms (whether express or implied) other than those expressly set out in the agreement.

Bambrick Media’s total aggregate liability for all claims relating to the agreement is limited to the price for the Services payable under this agreement.
Either party’s liability for any claim relating to the agreement will be reduced to the extent to which the other party contributed to the damage arising from the claim.

34. INDEMNITY

You indemnify, defend and hold harmless Bambrick Media in respect of all actions, claims, proceedings, demands, liabilities, losses, damages, expenses and costs (including legal fees on a full indemnity basis), in connection with any of the following:

• any breach of this agreement;
• your negligent acts or omissions; or
• your use of the Services, including any third party claims made in connection with or arising out of the Client’s use of the Service, other than use in accordance with this agreement;
• breach of third party Intellectual Property.

You indemnify, and agree to keep Bambrick Media, its directors, officers and employees, indemnified against all Loss arising from actions taken performing Services.

35. INTELLECTUAL PROPERTY AND SUPPLY OF RAW / EDITABLE FILES

All Intellectual Property Rights in Service Intellectual Property vest in, or will upon their creation vest in Bambrick Media.

• Bambrick Media grant you a non-transferable, non-exclusive license to:
• publish one copy of the Service and supporting Service Intellectual Property unless otherwise stated by Bambrick Media; and
• use and reproduce the other Service Intellectual Property;

You must not, without our prior written consent:

• adapt, create derivative works from or merge the template or other Service Intellectual Property;
• use the Service Intellectual Property for any purpose other than the specific purpose for which Bambrick Media have provided it;
• reverse engineer, disassemble or decompile the Service Intellectual Property;
• distribute, lend, resell, transfer, assign or sublicence the Service or other Service Intellectual Property, or allow any other person to use it except in the course of visiting the Service; and
• remove or attempt to remove any proprietary or copyright notices or any labels on the Service or other Service Intellectual Property.

The supply of raw / editable files is at the discretion of Bambrick Media. Additional Costs will apply, and may be based upon a percentage of the original Pricing Structure, or a retrieval and release fee.

Stock images and commercial fonts remain the property of Bambrick Media, under license or its licensors at all times and are governed under licensing restrictions and rules and are not transferable.

Bambrick Media do not warrant that your use of the designs, materials or content produced by us for you in the course of the Service will not infringe any third party’s Intellectual Property Rights or any person’s Moral Rights, but Bambrick Media will advise you if Bambrick Media become aware of any infringement.

You agree to carry the Bambrick Media logo or Bambrick Media text hyperlink in or under the website footer. You agree to allow Bambrick Media to use the Services provided for promotional and portfolio purposes.

As part of the Services, Bambrick Media may place your company logo and case study on its corporate website or promotional collateral for promotional purposes and you irrevocably authorise Bambrick Media to do so. You agree to provide feedback or a testimony upon request after the release/closure of the Service.

36. CONFIDENTIALITY

Each party agrees to keep confidential, and not to use or disclose except as permitted by these terms and conditions, any Confidential Information of the other party. The parties agree not to disclose these terms and conditions (including any schedules), or any details of a Purchase Order or Pricing Structure. This obligation of confidence extends to Confidential Information obtained by a party before entering into this agreement.

The obligation of confidence above does not apply to Confidential Information to the extent that is required to be disclosed by law or the rules of any stock exchange on which the recipient’s securities are listed, provided that the recipient discloses the minimum amount of Confidential Information required to satisfy the Law or rules.

The Party required to disclose the other Party’s Confidential Information as set out above must:

• provide a reasonable amount of notice to the other Party of the proposed disclosure;
• consult with the other Party as to the form of the disclosure; and
• take all reasonable steps to maintain such Confidential Information in confidence.

Each party must take all steps and do all such things as may be necessary, prudent or desirable in order to safeguard the confidentiality of the Confidential Information of the other party.

37. CALCULATION OF FEES IF NOT SPECIFIED

If the Fees are not specified (in a Purchase Order, Pricing Structure or otherwise) at the commencement of the Service, then Bambrick Media will charge you at the Professional Hourly Rates for all work that Bambrick Media carry out for you in the course of the Service.

The Professional Hourly Rates may change from time to time.

Bambrick Media will perform the Services as specified in the Pricing Structure or as agreed in writing with the client, utilising the specified providers and/or platforms, for the specified term.

Refunds will not be issued for paused work or overpayment, a credit note may be issued at Bambrick Media’s discretion.

Travel time is not included in our quotations as Bambrick Media office is our preferred location as it is appropriately set up for meetings and presentations. If you would prefer meetings at your office or any other location additional fees may apply.

Bambrick Media reserves the right to charge Additional Costs caused by the Client’s instructions, lack of instructions, interruptions, mistakes, work for which Bambrick Media is not responsible and changes to the requirements, expectations or hardware and Software environment, and extra work required caused by faults or defects in any service provided by a third party.

38. PAYMENT METHOD

Payment for Services may be made by credit card (Visa, Mastercard, Amex) or direct debit from your nominated bank account.

In relation to our Services, Bambrick Media may issue invoices for:

• payment as indicated in our Pricing Structure or estimate;
• for Additional Costs on an ad hoc basis as agreed.

39. GST

Unless Bambrick Media expressly state otherwise, the Fees and Additional Costs do not include GST.

If at any time Bambrick Media decide that GST is payable on supplies made by us, or if the Australian Taxation Office assesses GST on any such supplies, then the necessary amount will be added to, and form part of, the Fees or Additional Charges (as the case may be) at the GST rate prevailing at the relevant time.

Bambrick Media reserve the right to recover from you at any time such an amount on account of GST on supplies made by us to you under this agreement.

40. DURATION OF AGREEMENT AND ITS TERMINATION

Upon execution by both parties, this agreement will take effect immediately and remain in effect until the purpose of the Service has been achieved.

Any term listed in the Agreement will automatically renew for subsequent periods of the same duration, unless either party gives the other party written notice terminating the agreement 30 days prior to the expiration of the term or both parties agree in writing to vary the Services provided.

A party may terminate this agreement by notice in writing to the other party if:

• the other party commits a material breach of this agreement that is capable of remedy (including failure to pay any amount due under this agreement) and fails to remedy that breach within [14] days after receiving notice from the other Party to do so;
• the other party commits a material breach of this agreement that is not capable of remedy; or
• the other Party becomes Insolvent.

Bambrick Media may terminate this agreement if:

• you do not provide any information or materials requested within a reasonable time after being asked to do so; or,
• Bambrick Media consider that mutual confidence and trust no longer exist.

Upon termination of this agreement:

• our obligation to carry out the Service ceases;
• each party’s rights and obligations accrued prior to termination are not affected;
• the licences granted in this Agreement cease;
• any unpaid invoice owed to Bambrick Media must be paid, including for any minimum term; and
• each party must immediately return to the other party (or destroy or delete as the other party directs) all Confidential Information of the other party in its possession or control, except to the extent that the party needs to keep such information to comply with its record-keeping obligations.

41. GENERAL

Any notice given under this agreement must be in writing, addressed to the other party’s contact persons as notified by the other party.

This agreement does not create a relationship of employment, agency or partnership between the parties.

Bambrick Media may subcontract our obligations under this agreement.

The failure of a party at any time to insist on performance by the other party of an obligation under this agreement is not a waiver of any of its rights.

If part or all of any of the provisions of this agreement is illegal or unenforceable, it will be severed from this agreement, and will not affect the continued operation of the remaining provisions.

The additional terms and conditions referred to above and do not apply to the extent that they:

• are not permitted under Australian law; or,
• exclude or unlawfully limit any applicable Consumer Guarantee or Title Guarantee.

Bambrick Media may change this agreement from time to time. The new terms will apply to any Service that commences after the date that Bambrick Media publish the changed terms and conditions. Your engagement of our Services after that date signifies your acceptance of the amended agreement.

This agreement is governed by the laws of Queensland and the Commonwealth of Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of Queensland and shall not:

• object to an action being brought in the Queensland Registry of a court of that State or Federal Court; or
• assert that any action has been brought in an inconvenient forum;
• and each party undertakes to refrain from:
• bringing an action in any other court or tribunal whether within Australia or otherwise; and
• seeking pursuant to the Jurisdiction of Courts (Cross-vesting) Act 1987 (Qld) (as amended) or otherwise to transfer any action to another State or Territory; in relation to any dispute which arises directly or indirectly from this agreement.

This agreement is to be read subject to any legislation that prohibits or restricts the exclusion, restriction or modification of any implied warranties, conditions or obligations. If such legislation applies, to the extent possible, Bambrick Media limits its liability in respect of any claim to, at Bambrick Media’s option:

• the redelivery of the Services: or
• the payment of the cost of redelivery of the Services or acquiring equivalent services;

This agreement constitutes the entire agreement of the parties as to the subject matter and supersedes and cancels all prior arrangements, understandings and negotiations in connection with it. Any statement made in negotiations for this agreement which is not set out in this agreement does not form part of the agreement between the parties.

42. INTERPRETATION IN THIS AGREEMENT:

• a reference to “this agreement” means these terms and conditions (including any schedule) together with a Purchase Order or Pricing Structure (if any)
• headings and bold type are for convenience only and do not affect the interpretation of these terms;
• the singular includes the plural and the plural includes the singular;
• words of any gender include all genders;
• other parts of speech and grammatical forms of a word or phrase defined in this agreement have a corresponding meaning, unless the context clearly requires otherwise;
• an expression importing a person includes any company, partnership, joint venture, association, corporation or other body corporate and any government agency as well as an individual;
• a reference to any legislation includes all delegated legislation made under it, and amendments, consolidations, replacements or re-enactments of any of them;
• a reference to a party to a document includes that party’s successors and permitted assignees;
• a promise on the part of 2 or more persons binds them jointly and severally;
• no provision of this agreement will be construed adversely to a party because that party was responsible for the preparation of this agreement or that provision; and
• specifying anything in this agreement after the words “include” or “for example” or similar expressions does not limit what else is included.

Definitions

Additional Costs means all additional costs that Bambrick Media are permitted to charge you under this agreement.

Approval Item is defined above.

Australian Consumer Law means Schedule 2 of the Competition and Consumer Act 2010 (Cth).
Bambrick Media, we, us or our means Bambrick Media Pty Ltd ABN: 86 112 089 102 of Level 4, 196 Wharf Street, Spring Hill, Queensland.

Claim means a demand, action or proceeding of any nature whether actual or threatened.

Client, you or your means, in relation to any work that Bambrick Media do for you:
the person named as the Client in the Purchase Order;
if there is no Purchase Order, then the person named as the Client in the Pricing Structure; or
if there is no Pricing Structure, then the person for whom Bambrick Media are undertaking the Service.

Client Content is defined above.

Confidential Information of a party:

1. means any information:

• regarding that party’s business or affairs;
• regarding that party’s customers, employees, or other people doing business with that party;
• which is by its nature confidential;
• which is designated as confidential by that party at the time of disclosure or within 14 days after disclosure; or
• which the other party knows or ought to know is confidential;

2. includes without limitation (unless excluded under paragraph 3 below) that party’s Intellectual Property Rights and these terms and conditions; but

3. does not include information to the extent that information is developed or known by the other party independently of this agreement and independently of any obligation of confidence (including because it is in the public domain).

Consumer Guarantee means a consumer guarantee applicable to this agreement under the Australian Consumer Law, (including any ‘express warranty’ within the meaning of section 2(1) of the Australian Consumer Law).

Content Management System (CMS) A content management system (CMS) is a web-based Software application or set of related programs that are used to create and manage digital website content.

Fees means, in respect of a Service:

• the Fees payable to us for the Service as set out in a Pricing Structure or Invoice or
• if no Fees are specified, Fees for all work Bambrick Media do in the course of the Service calculated in as described above.

Finalisation means when the Service is handed over to you for your data entry and/or testing (not when the Service is launched).

GST means a goods and services tax or similar tax levied in Australia.

Insolvent in relation to a party, means that:

• the party has ceased or taken steps to cease to conduct its business in the normal manner;
• the party has entered into or resolved to enter into any arrangement, composition or compromise with or assignment for the benefit of its creditors or any class of them;
• the party is unable to pay its debts when they are due;
• a liquidator or provisional liquidator is appointed to the party, or a receiver, receiver and manager, official manager, trustee or similar official is appointed over any of the party’s assets or undertakings;
• an application or order is made or a resolution is passed for the winding up of the party; or
• an event similar to one in paragraphs (a) to (e) occurs in respect of the party in any non-Australian jurisdiction.

Intellectual Property Rights means all industrial and intellectual property rights anywhere in the world, including:
copyright, patents, trademarks, plant breeder’s rights, rights in circuit layouts, registered designs and any right to have confidential information kept confidential; and
any application or right to apply for registration of any of the rights referred to in (a).

Loss means:

• any liability, cost, expense, loss, personal injury (including illness), death or damage; and
• in relation to a Claim, Loss includes amounts payable on the Claim and (whether or not the Claim is successful), legal costs and disbursements on a full indemnity basis.

Moral Rights are defined in section 189 of the Copyright Act 1968 (Cth), and includes any similar rights in any jurisdiction outside Australia.

Pricing Structure means a proposal or fee estimate that Bambrick Media provide to you in respect of any work that you have asked us to do.

Project means, in relation to any work that we do for you:

• the Project described in a Purchase Order;
• if there is no Purchase Order, the project described in a pricing structure;
• if there is no pricing structure, then the project described in the Specifications; or
• if there are no Specifications, then the work that you have asked us to do.

Professional Hourly Rate means the rate Bambrick Media charges per hour for professional Services and is currently $160.00 + GST (subject to change).

Purchase Order means a document issued (in writing or electronically) by us to you that sets out:

the Services that Bambrick Media will provide to you;
the estimated times within which those Services will be provided; and
the Fees payable to us for those Services.

Schedule of Fees means the rates and packages attached to this document, and any replacement of that professional services schedule released from time to time.
Service means, in relation to any work that Bambrick Media do for you:

• the Service described in a Purchase Order;
• if there is no Purchase Order, the Service described in a Pricing Structure;
• if there is no Pricing Structure, then the Service described in the Specifications; or
• if there are no Specifications, then the work that you have asked us to do.

Service Intellectual Property means designs, artwork, Software and materials provided to you in the course of the Service, and any other Intellectual Property Rights created in the course of the Service, but does not include:

• the Content Management System (except to the extent that Bambrick Media have modified it);
• the Bambrick Media website Tools (except to the extent that Bambrick Media have modified them); or
  Client Content.

Software means any computer code written or reused, excluding 3rd Party Software, as part of the delivery of the Services.

Services means the Services that Bambrick Media provide to you in the course of the Service, as described above.

Specifications means specifications for the work that you have asked us to do, and that you provide to us before or at the commencement of the Service.

Support & Maintenance Packages means the packages provided to supply paid maintenance and support services to assist in the management, maintenance, training for, and repair of a Bambrick Media supplied/built/maintained Project as described above.

Third Party Software means Software as described in clause 21.

Title Guarantee means a guarantee pursuant to any of sections 51, 52 or 53 of the Australian Consumer Law.

Variation means changes to the Pricing Structure, Specifications as described above and elsewhere in this agreement.

Variation Notice means the written notification regarding the costs associated with Variations as described above and elsewhere in this agreement.

Warranty is any fix required to a supplied Bambrick Media Service within 28 days of Finalisation. The determination of warranty labour is at Bambrick Media’s discretion.

Website Tools means the tools, applications or packages set out above.