These Terms of Service ("Terms") govern all engagements between Reconnect Digital ("we, us, our") and the client identified in any proposal, statement of work, or order form ("you, your"). By engaging our services or accepting a proposal, you agree to these Terms. These Terms take precedence over any terms you may seek to impose.
2. ENGAGEMENT AND SCOPE
We will provide the services set out in the applicable proposal, email or statement of work ("SOW"). Each SOW forms part of these Terms.
We may engage subcontractors to deliver any part of the services without your prior consent, provided we remain responsible for delivery.
Any changes to scope must be agreed in writing. We reserve the right to charge for out-of-scope work at our then-current rates.
3. FEES AND PAYMENT
Fees are set out in the applicable SOW, your order or as otherwise agreed in writing and may be structured as a fixed project fee, a monthly retainer, or a combination of both, as agreed.
Payment terms are as specified in the SOW or invoice. Unless otherwise agreed: project fees are payable as set out in the SOW (which may include an upfront deposit and milestone payments); retainer fees are invoiced monthly in advance.
Invoices are due within 14 days of the date of issue. Amounts not paid by the due date accrue interest at 10% per annum, calculated daily from the due date until payment is received.
All fees are exclusive of GST unless stated otherwise. You are responsible for all third-party platform costs (including ad spend) unless we have expressly agreed to manage a client-funded budget on your behalf.
4. INTELLECTUAL PROPERTY
Background IP. We retain all right, title, and interest in and to any intellectual property we bring to an engagement, including our methodologies, frameworks, templates, tools, processes, and software ("Background IP"). Nothing in these Terms transfers any Background IP to you.
Deliverables. Subject to full payment of all amounts owing, we assign to you all intellectual property rights in the deliverables specifically created for you under a SOW ("Deliverables"), excluding any Background IP embedded within them. Where Background IP is embedded in a Deliverable, we grant you a non-exclusive, non-transferable licence to use that Background IP solely for the purpose of using the Deliverable.
Until payment. All intellectual property rights in Deliverables remain with us until full payment is received. You must not use, reproduce, or distribute any Deliverable prior to that time.
No resale. You must not resell, sublicense, or otherwise commercialise any Deliverable or service provided under these Terms without our prior written consent.
5. CLIENT OBLIGATIONS AND AUTHORISATIONS
You agree to: provide us with timely access to all accounts, platforms, assets, and information reasonably required to perform the services; ensure that all content, materials, data, and instructions you provide to us are accurate, lawful, and do not infringe the rights of any third party; and obtain all necessary consents and authorisations before providing us with access to any account or with any personal information.
You represent and warrant that you have the authority to grant us access to any advertising account, social media platform, CRM, or other third-party platform you make available to us, and that our use of those platforms on your behalf in accordance with your instructions will not violate any applicable law or platform policy.
Where you provide us with personal information about your customers, the provisions of our Privacy Policy apply. You warrant that you are authorised to provide that information and that doing so complies with applicable privacy laws.
6. LIMITATION OF LIABILITY
To the maximum extent permitted by law, our total aggregate liability to you arising out of or in connection with these Terms or any services provided under them, whether in contract, tort (including negligence), statute, or otherwise, is limited to, the total fees paid by you to us in the three (3) months immediately preceding the event giving rise to the claim.
To the maximum extent permitted by law, we exclude all liability including, but without limitation, for: loss of revenue, profit, data, or opportunity; damage to reputation or goodwill; indirect, consequential, special, or punitive loss or damage; or any loss arising from the suspension, termination, or policy enforcement actions of any third-party platform (including Meta, Google), whether or not such actions arise from work performed on your behalf.
Nothing in these Terms excludes, restricts, or modifies any right or remedy, or any guarantee, warranty, or other term or condition, implied or imposed by the Australian Consumer Law that cannot lawfully be excluded or limited.
7. INDEMNITY
You indemnify us and our personnel against any loss, damage, liability, cost, or expense (including reasonable legal costs) arising out of or in connection with: (a) any breach by you of these Terms; (b) any content, materials, data, or instructions you provide to us; (c) any claim that your content or materials infringe the intellectual property or other rights of a third party; (d) any claim arising from our use of or actions taken on any account or platform made available by you; (e) any failure by you to obtain required consents or authorisations; or (f) any any claim arising out of or otherwise related to our actions taken in relation to the performance of any work or services under or otherwise related to a statement of work.
8. TERMINATION
Termination for convenience. Either party may terminate an engagement on written notice. On termination: you must pay all fees for services performed up to the termination date; and where the engagement is structured as a monthly retainer, you must pay all fees that would have fallen due through to the end of the then-current billing period. No refund is payable for fees already paid in respect of that period.
Termination for cause. We may terminate immediately on written notice if you: fail to pay any invoice by the due date and do not remedy that failure within 7 days of notice; become insolvent or enter administration; or materially breach these Terms and fail to remedy the breach within 14 days of notice.
Effect of termination. On termination, all licences granted to you cease, all outstanding amounts become immediately due and payable, and we may retain all Deliverables until payment is received in full.
9. NON-SOLICITATION
During the term of any engagement and for 12 months following termination, you must not, without our prior written consent, directly or indirectly solicit, engage, or attempt to engage any of our employees, contractors, or personnel who were involved in delivering services to you.
10. CONFIDENTIALITY
Each party agrees to keep confidential all non-public information disclosed by the other party in connection with the engagement, and not to use or disclose such information except as necessary to perform its obligations under these Terms. This obligation survives termination for a period of 2 years.
11. GENERAL
Governing law. These Terms are governed by the laws of Victoria, Australia. Each party submits to the non-exclusive jurisdiction of the courts of Victoria.
Entire agreement. These Terms, together with any applicable SOW, constitute the entire agreement between the parties with respect to the subject matter and supersede all prior representations, negotiations, and agreements.
Severability. If any provision of these Terms is held to be invalid or unenforceable, it is to be read down to the minimum extent necessary and does not affect the validity of the remaining provisions.
No waiver. A failure to exercise or delay in exercising any right under these Terms does not constitute a waiver of that right.
Amendments. We may update these Terms from time to time. Updated Terms will be published on our website and take effect for new engagements from the date of publication. Existing engagements continue on the Terms in place at the time of engagement unless otherwise agreed in writing.
Notices. Notices under these Terms may be given by email to the addresses set out in the applicable SOW or as otherwise notified by each party.
Reconnect Digital | [email protected] | www.reviews.reconnectdigital.co
