Dash of Milk

Legals

Client Legals

By engaging Dash of Milk Agency for services, you are agreeing to the following agreement between yourself and the agency

1. Appointment

1.1. We agree to provide the services specified in our quote (the Services) in

consideration for the payment of the fees specified in our quote (the Fees) in

accordance with the terms of this agreement.

2. Quote

2.1. The terms of this agreement are to be read in conjunction with the terms of the

quote provided to you.

2.2. If there are any discrepancies between this agreement and the terms contained

in the quote, the terms of the quote prevail to the extent of those discrepancies.

2.3. If you request additional services, or a variation to the Services, we will provide

you with a further quote for those services. The terms of that quote will apply to

the new or varied services but, unless otherwise specified, will not apply to any

other services which we provide to you.

2.4. In certain circumstances, we may choose to provide you with additional services

without providing a written quote. In those circumstances, the terms of this

agreement will apply to those services.

3. Services

3.1. The Services may be provided by any employee of ours.

3.2. We may subcontract the provision of any Services to a third party.

3.3. You are entitled to request one round of reviews and amendments for any

Services which we provide. If you request any further reviews or amendments,

we may choose to grant that request but only on payment of further fees as

specified by us at the time of the request.

3.4. We are able to supply a limited number of images for your use as part of the

Services. You acknowledge that we will not always be able to supply an image

that is suitable to your requests and, in such circumstances, you agree to accept

whatever images we are able to provide. Upon written request by you, we may

choose to obtain further images for use by you in connection with the Services,

but only on receipt of payment from you of the cost for those other images.

3.5. If we create any online accounts or profiles on your behalf as part of the Services:

(a) you understand that whilst all due care will be taken in the transmission of

the account credentials, including user name, email address and password,

we cannot guarantee that safe transmission of such credentials and you

indemnify us against all liability in relation to the interference with these

details by third parties.

(b) you must check the details for those accounts after they are created to

ensure that the information is correct, and you indemnify us against any

liability arising from the inclusion of any incorrect information.

 

3.6. You acknowledge that the Services are provided at your direction based on our

understanding of you, your business and your instructions and, whilst all due skill

and care will be taken, you indemnify us against any liability or damages suffered

in association with the Services, including but not limited to:

(a) content that is posted to online websites, platforms or apps;

(b) interactions with members of the public on your behalf through any online

website, platforms or apps; and

(c) loss or damage suffered in the process of establishing or operating any

online accounts, regardless of whether those accounts are set up by us or

by you acting on our advice, including any loss or damages suffered due to

those accounts being subject to an online attack, hacking attempt or other

fraudulent activities.

 

3.7. If the Services are to include sourcing or locating a suitable influencer, you

acknowledge that:

(a) We will contact such persons on your behalf as an agent only; and

(b) We offer no promises or guarantees with respect to the services that will be

provided by such influencers to you, and you release us from any damage

suffered as a result of their actions.

 

3.8. In order for us to provide the Services to you, we often require information or

confirmation from you. You acknowledge that any delay in providing us with such

information, when requested, may result a delay in the provision of the Services,

and you hereby agree to provide us with such information within a period of time

that is reasonable in the circumstances.

 4. Warranties

4.1. We warrant that:

(a) We will use reasonable care and skill in performing the Services;

(b) If we perform any part of the Services negligently or in breach of this

agreement, then, if requested by you, we will re-perform the relevant part of

the Services.

4.2. We do not warrant that:

(a) The Services will have any specific impact or improvement on your

business, including its profitability, renown or public image.

 

5. Term

5.1. We will commence work for you on the later of:

(a) the payment of any initial fees specified in our quote;

(b) at the time specified in our quote; or

(c) at a time agreed upon in writing.

5.2. We will provide ongoing services until we receive written notification from you

cancelling the Services.

5.3. There is a three month minimum term for any ongoing Services, unless otherwise specified in the Quote.

5.4. We may, upon request by you, choose to suspend the Services for any given

month, but only if such request is made in writing on or before the 25 th day of the

preceding month. If notice is given after that date, we may still suspend the

Services, but you must pay us for any work we have done but not yet completed

based on our hourly rate of $80.

 

6. Invoicing and payments

6.1. Invoices will be issued:

(a) For fees that are paid monthly – 7 days prior to the start of the relevant

month;

(b) For all other fees – in full upon completion of the relevant work.

6.2. Invoices are due and payable within 7 days of receipt by you.

6.3. If an invoice is not paid by the due date:

(a) We may choose to stop providing the Services until such time as the

invoice, and any interest or other outstanding amounts owed by you, have

been paid; and

(b) We may charge interest on any outstanding amounts at the rate of 4% per

annum.

6.4. If an invoice is not paid within 14 days of the due date, we may terminate this

agreement by giving notice in writing to you.

6.5. If you choose to pay any Fees or invoices by direct debit, you hereby authorise

us to debit the nominated card or account on the due date for payment.

 

7. Expenses and payments to third parties

7.1. Any payments which must be made to third parties in the course of providing the

Services must be paid by you directly to the relevant third party.

7.2. We may choose to make payments on your behalf when it would be impractical

for those payments to be made by you, but we are in no way obliged to do so.

7.3. In the event that we make any payments on your behalf, the cost of those

payments will be included on our next invoice to you.

7.4. In the course of providing the Services, you may be required to provide your

credit card details or other payment details to a third party for payment of fees or

expenses. If you do so, you hereby authorise us to arrange for the payment of

any such fees or expenses using those payment details, but only after receiving

written confirmation from you agreeing to those payments.

 

8. Termination

8.1. Either party may terminate this agreement by:

(a) giving 14 days notice in writing to the other; or

(b) agreement in writing.

8.2. When this agreement is terminated:

(a) We will provide you with copies of any work in progress which we have

started, but not yet completed; and

(b) You must pay us for any work we have done but not yet completed based

on our hourly rate of $xx.

 

9. Confidentiality

9.1. In this clause, Confidential Information includes any information of a

confidential nature including information about either parties’ business,

operations, strategy, administration, technology, affairs, clients, customers,

employees, contractors or suppliers.

9.2. You hereby authorise us to:

(a) Inform third parties that you are our client;

(b) Direct third parties to any website, page or app which forms part of your

online or social media presence;

(c) Give copies of any content from your page that is created as part of the

Services to prospective clients, industry bodies, or any organisations which

are considering the content or our work for the purposes of a competition or

granting an award; and

(d) Do any other acts or give any other information that is in the public realm to

any person or organisation for the purposes of showcasing the work which

we have performed on your behalf.

 

9.3. Each party must keep confidential any Confidential Information of the other party

except:

(a) as permitted under clause 9.2 or elsewhere in this Agreement;

(b) with the prior written consent of the other party;

(c) where given to any third-party, contractor or agent as may be required in

connection with the Services;

(d) where given to the other parties’ officers, agents, professional advisers,

auditors, employees, contractors, sub-contractors and insurers; or

(e) where they are compelled to do so by law, provided that they give the other

party written notice prior to disclosure.

 

9.4. You hereby indemnify us against any loss or damage suffered by you as a result

of an authorised third party’s use of the Confidential Information.

 

10. Intellectual property

10.1. In this clause, Intellectual Property includes trademarks, patents, copyrights,

processes, know-how, registered designs or other like rights or any right to apply

for registration of any of the former.

10.2. All intellectual property created by us in connection with the Services is owned by

us.

10.3. We hereby grant you a non-exclusive, royalty free licence to use any such

intellectual property for the purposes which it was given to you as part of the

provision of the Services.

10.4. You hereby grant us a non-exclusive, royalty free licence to use any of your

intellectual property which may be required for us to provide the Services, or for

the purposes of clause 9.2

 

11. General liability and indemnity

11.1. You hereby indemnify and hold us harmless from and against all claims and

losses arising from loss, damage, liability, injury to us, your employees and third

parties, infringement of third party intellectual property, or third party losses by

reason of or arising out of any information supplied to you by us, our employees

 

or suppliers, or supplied to us by you within or without the scope of this

agreement.

11.2. Our liability under or in connection with this agreement whether arising in

contract, tort, negligence, breach of statutory duty or otherwise must not exceed

the Fees paid by you under this agreement.

11.3. Neither Party is liable to the other Party in contract, tort, negligence, breach of

statutory duty or otherwise for any loss, damage, costs or expenses of any nature

whatsoever incurred or suffered by that other Party of an indirect or

consequential nature including any economic loss or other loss of turnover,

profits, business or goodwill.

 

12. General

12.1. Dispute resolution

(a) If a dispute arises, before any proceeding is commenced the party claiming

that a dispute has arisen must give 14 days notice to the other party setting

out the dispute and seeking discussion and compromise to resolve the

dispute.

12.2. Force majeure

(a) Neither Party has any liability under or may be deemed to be in breach of

this agreement for any delays or failures in performance of this agreement

which result from circumstances beyond the reasonable control of that

party.

12.3. Jurisdiction

(a) This agreement takes effect, is governed by, and will be construed in

accordance with the laws from time to time in force in Queensland,

Australia. The Parties submit to the non-exclusive jurisdiction of the courts

of Queensland.

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