Terms and Conditions

Content Creations (ABN 24177 006 948) provides a range of social media management and content creation services for small and medium-sized businesses (the “Services”). Acceptance of the invoice sets forth which Services are being purchased by the client who signed the Order Form (“you” or “Client”), the costs for such Services, and other relevant details. These Online Services Terms and Conditions (“Services Terms”) are incorporated by reference into and made a part of any Order Form submitted to Content Creations and govern the relationship between you and Content Creations. All Order Forms are subject to acceptance by Content Creations, in its sole discretion. The Order Form, the Services Terms, and the documents and/or links referenced in such documents are together referred to as the “Agreement.”

If you are accepting on behalf of your employer or another entity, you represent and warrant that (i) you have full legal authority to bind your employer or such legal entity to this Agreement, (ii) you have read and understand this Agreement and (iii) you agree, on behalf of the Client, to this Agreement.

We reserve the right to make changes to these Services Terms at any time. We shall provide notification of changes in these terms by updating the last modified date set forth above. All such changes shall be binding upon you once posted online at our website www.contentcreations.com.au, unless such changes are material in which case such changes shall not take effect until the next time you sign an Order Form.

1. Services

Content Creation for use on social media platforms. Eg. Facebook, Instagram, TikTok and LinkedIn

Social Media management including communicating as the business via commenting and posting on community social media groups

2. Fees

(a) Identification of Fees. You agree to pay the amounts set forth in the invoice in accordance with Section 3 or as may be further explained in the Product Terms (the “Fees”).. Service Fees are for the delivery of any premium services that Content Creation may, from time to time, offer. Set-up Fees are one-time fees for the set-up of campaigns or other services. Content Creations reserves the right to change any of the Fees at any time, provided that such changes will not take effect until a new Order Form has been executed and delivered to Content Creations by you.

(b) No Pass-Through Obligations. You are not entitled to any credits, discounts, rebates, refunds provided to Content Creations

3. Payment Terms

(a) General. Once an Order Form has been accepted by Content Creations, you will be responsible for payment in full of all Fees. All payments are due in Australian dollars.

(b) Manner of Payment. You must pay for all amounts payable under this Agreement either by credit card (the “Client Card”), by direct debit (electronic debit from your bank account), or such other form of payment as Content Creations may, in its sole discretion, permit.

(c) Timing of Payment. Fees, as identified on the Order Form, are due in advance of each Cycle as more fully described in the Product Terms. If there are Set-Up Fees (as set forth on the Order Form), such Fees shall be paid in advance together with all amounts owed for the first Cycle. Content Creation shall have the right to charge the Client Card or debit from your account through direct debit the Fees in accordance with these Services Terms and the Product Terms. You understand and acknowledge that all amounts owed must be paid in advance and that, in addition to being in breach of your contractual obligations, your campaign or service may be paused or terminated if timely payment is not received.

4. Term & Cancellation

(a) Term. The Agreement shall commence upon execution of an Order Form and, unless otherwise provided in the Product Terms, shall continue until all Services under Order Forms have been completed or terminated in accordance with the terms of this Agreement.

(b) Minimum Term. Unless otherwise provided in the Order Form, the Services supplied by Content Creations to you are supplied for at least 1 month set forth in the Order Form. The Services will be continued to be supplied after the Minimum Term until you cancel or terminate. Sections 4(c) to (e) (below) apply to the termination of the Services before and after the expiry of the Minimum Term.

(c) Termination (without cause). You are required to give 30 days minimum notice to cancel your service. All amounts are still due for the entirety of the 30 day period. You may choose to pay this amount in full and cancel your service immediately otherwise Content Creations will continue to provide you with the services for the entirety of the 30 day termination period.

(e) Termination Revocation. You may, on written notice to Content Creations (email is acceptable) revoke such termination within fourteen (14) days after you have provided Content Creations with the Termination Notice, in which case the Order Form will be reinstated and all applicable campaigns if they had been stopped, will be re-initiated upon payment in full of all amounts owed.

(f) Termination for Cause. Either you or Content Creations may terminate the Agreement (which will terminate all current Order Forms) on 30 days prior written notice (the “Notice Period”) if the other party is in material breach of its obligations hereunder and such breach has not been materially cured by the conclusion of the Notice Period. For the avoidance of doubt, Content Creations makes no guarantees with respect to the performance of any campaign or any other service and therefore such performance shall not be a basis for termination pursuant to this Section.

(h) No Refunds. You understand and agree that you will not be entitled to any refunds of amounts already paid to Content Creations, unless Content Creations terminates under Section 4(c)(iv), in which case you shall only be entitled to a refund for the unspent balance of the then applicable Cycle Payment (as defined in the applicable Product Terms) or equivalent, which shall be your sole remedy.

(i) Collection of Amounts Owed. Any amounts not paid by you when due shall bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less). You agree to pay all costs of collection (including attorneys’ fees and costs and all other legal and collection expenses) incurred by Content Creations in connection with its enforcement of its rights under the Agreement.

(j) Effect of Termination; Survival. You understand and acknowledge that due to the nature of the Internet, certain information regarding you that was posted on the Internet as part of the Services may continue to be available on the Internet following termination of Services and/or the Agreement. All provisions of the Agreement that by their sense or nature should survive termination of the Agreement (including, without limitation, all limits of liability, indemnity obligations, and confidentiality obligations) shall survive. Without limiting the generality of the foregoing, in the event of any termination, you shall remain liable for any amounts due to Content Creations as of the effective date of termination.

5. Content Creations

(a) Your Data. As part of the campaign initiation process and from time to time during the campaign, you will provide certain information to Content Creations.Content Creations may input into its proprietary platform (the “Platform”). Accordingly, you hereby permit Content Creations to input your contact information, credit card or direct debit information, and campaign information into the Platform. Content Creations will only use such information in connection with the fulfillment of the Services, as otherwise permitted by the Agreement and as may be legally necessary. Content Creations collects, uses and stores personal information in accordance with its privacy policy which can be found at https://contentcreations.com.au/privacy-policy/ . In addition, you agree that Content Creations may, from time to time, use your data to send you emails regarding Platform updates, campaign updates, payment reminders, and marketing opportunities relating to Content Creations and its commercial partners.

6. Intellectual Property Matters

(a) License to Content Creations. You hereby grant Content Creations and the Publishers a non-exclusive, royalty-free, worldwide license to use, copy, modify (as permitted herein), publicly perform, display, broadcast and transmit during the term of this Agreement (i) any text, images, logos, trademarks, service marks, promotional materials, product or service information, comments, reviews, photos, audio and video clips and other information (“Client Content”) you provide in connection with any Service and (ii) the Existing Site, to the extent necessary for Content Creations to perform the Services. Except as set forth in any Product Terms and this Agreement, title to and ownership of all intellectual property rights of all Client Content shall remain with you or your third-party licensors. You agree that Content Creations may, during the term of this Agreement and thereafter, include your name (including any trade name, trademark, service mark and logo) on Content Creations client list, and in its marketing materials, sales presentations and any online directories that Content Creations may, from time to time, publish.

(b) Content Creations Creative Services. Except as may be otherwise provided in any of the Product Terms, if you request that Content Creations provide any creative services, you will remain fully responsible for any content you provide to Content Creation. With respect to any content created by Content Creations, as between you and Content Creations, Content Creations shall retain ownership of the design elements of such content, excluding any of your trade names, trademarks, service marks or logos or other proprietary elements that may be included within such content, but that predate the creation of the content.

7. Your Representations, Warranties and Covenants

You represent and warrant that you have all necessary rights and authority to enter into the relationship with Content Creations contemplated by the Agreement. You represent, warrant and covenant that by entering into an agreement with Content Creations, we will not: (a) infringe on any third party’s copyright, patent, trademark, trade secret, moral right or other proprietary rights or right of publicity or privacy; (b) violate any law, statute, ordinance or regulation, including, without limitation, laws and regulations governing export control, false or misleading advertising or unfair competition; (c) be defamatory or libelous; (d) be pornographic or obscene; or (e) contain viruses, trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines. You further represent, warrant and covenant that the product or service that is being (or will be) promoted through any campaign is (i) lawful and (ii) not the subject of any ongoing investigation by any local, state or federal regulatory or quasi-regulatory authorities.

8. Indemnification

(a) You will indemnify, defend (with counsel reasonably acceptable to Content Creations) and hold harmless Content Creations, the Publishers, their subsidiaries, affiliates and parent companies and each of their respective directors, officers, agents and employees and each of their successors and assigns from and against any and all claims, liabilities, damages, losses, costs, expenses, fees of any kind (including without limitation reasonable attorneys’ fees and expenses) incurred in connection with any claim, action or proceeding arising from or relating to: (i) any breach by you of any representation, warranty, covenant or other obligation contained in these Services Terms or in any of the Product Terms; (ii) the violation of any rights of any third party, including intellectual property, privacy, publicity or other proprietary rights by you or anyone using your account; (iii) the sale, license, supply or provision of your goods or services; or (iv) any other act, omission or misrepresentation by you. Content Creations reserves the right, at its own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you. If Content Creations does assume the defence of such a matter, you will reasonably cooperate with Content Creations in such defence. You will not enter into any settlement or compromise of any such claim, which settlement or compromise would result in any liability to, or any admission of wrongdoing by, any indemnified person or entity, without Content Creations prior written consent.

(b) Content Creations will indemnify, defend, and hold you harmless from and against any loss, damage, cost, liability or expense (including reasonable legal fees) arising out of any claim that any Content Creations technology used in connection with its provision of the Services infringes the copyright, patent, trade secret or other proprietary rights of any third party, provided that notice is given to Content Creations promptly of such claims and that you provide such assistances as may be reasonably required in the defence of such matters.

9. Agency

In the event you are purchasing advertising on behalf of another company, you represent and warrant that you have been authorised by each such company to act as its agent in all respects relating to the Agreement, including, without limitation, the making of any elections or giving of any consents. Without limiting the generality of the foregoing, you agree on behalf of each such company that such company has been made aware of, and agrees to be bound by, these Services Terms. You and each such company shall be jointly and severally liable for fulfilment of obligations under this Agreement, including all payment obligations.

10. Confidentiality

Except as may be required by applicable law, you shall not disclose the contents of the Agreement to any third party (other than its employees and representatives who are made aware of and agree to this restriction) without Content Creations prior written consent. Except as otherwise expressly herein permitted, no party may issue a press release concerning the existence or terms of the Agreement without the prior written consent of the other party. In addition, except as may be required by applicable law, you may not disclose any Confidential Information regarding Content Creations. “Confidential Information” means information about Content Creations (or its suppliers’) business, products, technologies (including the Platform or Client Centre), strategies, financial information, operations or processes and activities that is proprietary and confidential, including without limitation all business, financial, technical and other information disclosed by Content Creations. Confidential Information will not include information that you can establish is in or enters the public domain without breach of these confidentiality obligations.

11. DISCLAIMER OF WARRANTIES

CONTENT CREATIONS PROVIDES ALL SERVICES PERFORMED HEREUNDER AND CLIENT CENTRE ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTY OF ANY KIND AND WITHOUT ANY GUARANTEE OF CONTINUOUS OR UNINTERRUPTED AVAILABILITY. IF THE SERVICES ARE INTERRUPTED OR DELAYED, CONTENT CREATIONS SOLE OBLIGATION WILL BE TO RESTORE SUCH SERVICES AS SOON AS PRACTICABLE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CONTENT CREATION DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. CONTENT CREATION WILL HAVE NO LIABILITY FOR ANY: (i) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT OR INFORMATION; (ii) CLAIMS RELATING TO INFRINGEMENT OF ANY THIRD PARTY’S INTELLECTUAL PROPERTY (OTHER THAN BY THE PLATFORM) OR DEFAMATION; (iii) PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM YOUR ACCESS TO OR USE OF ANY OF THE SERVICES; (iv) UNAUTHORISED ACCESS TO OR USE OF CONTENT CREATIONS SERVERS OR OF ANY PERSONAL OR FINANCIAL INFORMATION; (v) INTERRUPTION OF TRANSMISSION TO OR FROM THE SERVICES; (vi) BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED ON OR THROUGH THE SERVICES BY ANY THIRD PARTY; (vii) LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, E-MAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE ON OR THROUGH THE SERVICES; OR (viii) MATTERS BEYOND CONTENT CREATIONS REASONABLE CONTROL. CONTENT CREATION DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY ON OR THROUGH THE OFFERINGS OR ANY LINKED WEB SITE.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CONTENT CREATIONS OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE IN THESE SERVICES TERMS.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CONTENT CREATIONS MAKES NO GUARANTEES WITH RESPECT TO THE PERFORMANCE OF ANY CAMPAIGN OR ANY PRODUCT OR SERVICE.

12. LIMITATIONS OF LIABILITY

(a) NO CONSEQUENTIAL DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, FOR BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE OR STRICT LIABILITY), OR FOR INTERRUPTED COMMUNICATIONS, LOSS OF USE, LOST BUSINESS, LOST DATA OR LOST PROFITS (EVEN IF SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING), ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. THE FOREGOING EXCLUSION OF LIABILITY WILL NOT APPLY TO (I) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS, INCLUDING ANY AMOUNTS PAYABLE IN CONNECTION THEREWITH; (II) TO YOUR CONFIDENTIALITY OBLIGATIONS AND/OR (III) EITHER PARTY’S WILLFUL MISCONDUCT.

(b) LIMITATION ON DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL CONTENT CREATIONS CUMULATIVE, AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY EXCEED THE AMOUNTS RECEIVED BY CONTENT CREATIONS FROM YOU DURING THE 12-MONTH PERIOD IMMEDIATELY PRIOR TO THE INCIDENT GIVING RISE TO SUCH LIABILITY. IN LIEU OF REFUND, CONTENT CREATIONS SHALL BE PERMITTED, IN ITS SOLE DISCRETION, TO PROVIDE “MAKE-GOOD” SERVICES, PROVIDED SUCH “MAKE-GOOD” SERVICES ARE PROVIDED WITHIN A REASONABLE PERIOD OF TIME AFTER THE LIABILITY HAS ACCRUED.

(c) NON-EXCLUDABLE CONDITIONS. CERTAIN LAWS, INCLUDING THE AUSTRALIAN CONSUMER LAW, IMPLY TERMS AND CONDITIONS INTO CONTRACTS FOR THE SUPPLY OF GOODS OR SERVICES THAT CANNOT BE EXCLUDED (FOR EXAMPLE, THAT SERVICES MUST BE PROVIDED WITH DUE CARE AND SKILL AND FIT FOR ANY SPECIFIED PURPOSE) (“NON-EXCLUDABLE CONDITION”). IN THE EVENT THAT A TERM, CONDITION OR WARRANTY IS IMPLIED BY LAW INTO THIS AGREEMENT AND CONTENT CREATIONS BREACHES THAT NON-EXCLUDABLE CONDITION, CONTENT CREATIONS LIABILITY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.

(d) Acknowledgement. Each party acknowledges that the other party has entered into the Order Form in reliance upon the limitations of liability set forth herein and that the same is an essential basis of the bargain between the parties.

13. Third Party Beneficiaries

You understand and acknowledge that the Publishers are intended third-party beneficiaries of Sections 7, 8, 9 and 13.

14. Informal Dispute Resolution

It is Content Creations goal that the Services meet your expectations. However, there may be instances when you feel that Content Creations may not be fulfilling its obligations. In those instances, Content Creations is committed to working with you to reach a reasonable resolution that satisfies you; however, we can only do this if we know about and understand your issue. Therefore, for any problem or dispute that you may have with Content Creations, you acknowledge and agree that you will first give Content Creations an opportunity to resolve your problem or dispute. This includes you first outlining your problem or dispute within 30 days of the Services being performed by emailing [email protected]  You then agree to negotiate with Content Creations in good faith about your problem or dispute. This should lead to resolution, but if for some reason your problem or dispute is not resolved satisfactorily within 60 days after Content Creations receipt of your written description of it, you retain all rights to pursue your claims.

15. Miscellaneous

(a) Governing Law/Venue. The Agreement will be governed and construed in accordance with the laws of the State of New South Wales, Australia without giving effect to conflict of laws principles. You submit to the non-exclusive jurisdiction of the Courts of New South Wales.

(b) Timing of Claims. You agree that, regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the Agreement must be filed within one year after such claim or cause of action arose or be forever barred; provided that this section shall not in any way limit the time in which claims for infringement or misappropriation of intellectual property rights may be brought.

(c) Entire Agreement. The Agreement (which includes the Order Form, all applicable Product Terms and any payment authorisation forms) sets forth the entire agreement of the parties and supersedes any and all prior oral or written agreements or understandings between the parties as to the subject matter hereof. It may be changed only by a writing signed by both parties. With respect to changes to IOs then in effect, such writing may include email, provided that such changes are limited to a change in the term of the Order Form or the amounts being paid under the Order Form.

(d) Notices. Any written notices to Content Creations required under the Agreement shall be provided by registered mail with proof of delivery to Content Creatib then current corporate headquarters address (as shown on www.contentcreations.com.au ), Attn: Legal Counsel, and by email to [email protected]  Notices shall be deemed delivered 72 hours after posted in the mail.

(e) Severability. If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way.

(f) Assignment. You may not assign any Order Form or the Agreement without the prior written consent of Content Creation. The parties’ rights and obligations will bind and inure to the benefit of their respective successors, heirs, executors and joint administrators and permitted assigns.

(g) Independent Contractors. The parties to the Agreement are independent contractors, and no agency, partnership, joint venture or employee-employer relationship is intended or created by the Agreement.

(h) Subcontracting. Content Creations may, without your consent, subcontract to any party the performance of all or any of Content Creations obligations under this Agreement provided that Content Creations remains primarily liable for the performance of those obligations.

(h) Referrals. You acknowledge that Content Creations may provide incentives to third parties to introduce potential clients to Content Creations or to direct Content Creatuibs to potential clients.

(i) Force Majeure. Neither party shall have any liability for any failure or delay (other than with respect to payment obligations) resulting from any governmental action, fire, flood, insurrection, earthquake, power failure, riot, explosion, embargo, strikes whether legal or illegal, labor or inventory shortage, unavailability of currency, transportation interruption of any kind, work slowdown or any other condition affecting production or delivery in any manner beyond the reasonable control of such party.