Terms Of Service
All marketing purchased will be at the rates and on the terms indicated in this agreement. Agency may, in its discretion, from time to time, increase the rates listed on any rate card, modify the product/service offerings, or change its marketing terms.
We can’t guarantee that our work will be error-free (we’re human!) so we can’t be liable to you or any third-party for damages, including lost profits, lost savings or other incidental, consequential or special damages, even if you’ve advised us of them.
3. Mutual Cooperation
We agree to use our best efforts to fulfil and exceed your expectation on the deliverables listed above. You agree to aid us in doing so by making available to us needed information pertaining to your project and to cooperate with us in expediting the work.
4. Charges For Services Performed
Requests above and beyond those listed in the proposal may be considered out-of-scope and an amendment to the budget will be recommended. We’ll provide you with a written estimate of any amendment to the budget for your approval prior to commencing any additional work that may be considered out-of-scope. Projects that go dormant for longer than 45 days will incur fee to resume work at the discretion of EPIQ Media.
Agency will issue invoices to Client, and payment will be due net fourteen (14) days from the invoice date. Failure to secure final approval from Client on website designs, social media page creation, digital creatives, photography, videography or coop reimbursement on digital ads will not be considered a reason to delay payment beyond the due date.
We’re sure you understand how important it is as a small business that you pay the invoices that we send you promptly. We’re also sure you’ll want to maintain a positive working relationship and keep the project moving forward, so you agree to stick tight to the following payment schedule.
Upon execution of this Agreement, you will pay us 50% of total fee as per payment schedule.
Every invoice will have 14-day payment terms. In the event payment is not made within 14 days, EPIQ Media will charge a late payment fee of 1% per month on any overdue and unpaid balance not in dispute, to cover the manpower, interest, and other costs EPIQ Media pays for carrying overdue invoices. In addition, EPIQ Media reserves the right to stop work until payment is received.
6. Responsibilities Of EPIQ Media And Client
6.1 EPIQ Media's Responsibility For Releases
We shall obtain releases, licenses, permits or other authorisation to use testimonials, copyrighted materials, photographs, artwork or any other property or rights belonging to third parties obtained by us for use in performing services for you (if applicable).
6.2 Client Responsibility For Releases
You guarantee that all elements of text, images, or other artwork you provide are either owned by your good selves, or that you have permission to use them. Then when your final payment has cleared, copyright will be automatically assigned as follows:
You’ll own the visual elements and the rights to any intellectual property in any branding or marketing concepts or design that we create for this project. We’ll give you source files and finished files and you should keep them somewhere safe as we’re not required to keep a copy. You own all elements of text, images and data you provided, unless someone else owns them.
Any pre-existing intellectual property rights owned by you prior to the commencement of this Agreement will remain the property of you. You grant
EPIQ Media a non-exclusive, non-transferable license to use and modify your pre-existing intellectual property to the extent necessary for EPIQ Media to perform its services under this Agreement.
6.3 Client Responsibility For Accuracy
You shall be responsible for the accuracy, completeness and propriety of information concerning your products and services which you provide to us verbally or in writing in connection with the performance of this Agreement.
EPIQ Media acknowledges its responsibility, both during and after the term of its appointment, to use all reasonable efforts to preserve the confidentiality of any proprietary or confidential information or data developed by EPIQ Media on behalf of the Client or disclosed by you to EPIQ Media.
The Agency may reject a marketing order and/or immediately terminate this Agreement, upon notice to Client for any of the following reasons: (a) if the Client fails to make payment when due or otherwise fails to perform any of the provisions of this Agreement, (b) if the Client makes an assignment for the benefit of creditors.
This Agreement shall become effective as at signing and shall continue until terminated by either party upon not less than 60 days’ notice in writing given by either party to the other. Either party to this Agreement may terminate the Agreement if the other party defaults in the performance of any of its material duties and obligations and the default is not cured within thirty (30) days of the receipt of notice of said default, or if the default is not reasonably curable within said period of time, unless the defaulting party commences cure within said period of time and diligently proceeds to cure the default.
In addition, either party may immediately terminate this Agreement by giving written notice to the other party if the other party is insolvent or has a petition brought by or against it under the insolvency laws of any jurisdiction, if the other party makes an assignment for the benefit of creditors, if a trustee, or similar agent is appointed with respect to any property or business of the other party, or in the case of the Client, if the Client materially breaches its obligations to make payment pursuant to this Agreement.
If this Agreement is terminated for any of these reasons, Client will nevertheless remain liable for balances due on any products and services that were purchased, whether billed or unbilled, and Agency will send an invoice to Client, which Client agrees to promptly pay.
8.1 Payment For Non-Cancellable Materials
Any non-cancellable materials, services, etc., we have properly committed ourselves to purchase for your account, (either specifically or as part of a plan such as modules, photography and/or external services) shall be paid for by you, in accordance with the provisions of this Agreement. We agree to use our best efforts to minimize such liabilities immediately upon written notification. We will provide written proof, upon request of the Client, that any such materials and services, are non-cancellable.
8.2 Materials Unpaid For
If upon termination there exist any materials furnished by us or any services performed by us for which you have not paid us in full, until such time as you have paid us in full you agree not to use any such materials, in whole or in part, or the product of such services.
8.3 Transfer Of Materials
Upon termination of this agreement, provided that there is no outstanding indebtedness then owing by you to EPIQ Media, EPIQ Media shall transfer, assign and make available to you all property and materials in its possession or control belonging to you. Client agrees to pay for all costs associated with the transfer of materials.
9. General Provisions
9.1 Governing Law
This Agreement shall be governed and construed in accordance with the laws of the State of Queensland.
9.2 Representation And Warranties
The parties each individually represent and warrant that each has full power and authority to enter into this Agreement and to perform all their obligations hereunder without violating the legal or equitable rights of any third party.
9.3 Entire Agreement
Except as otherwise set forth or referred to in this Agreement, this Agreement constitutes the sole and entire Agreement and understanding between the parties hereto as to the subject matter hereof, and supersedes all prior discussions, agreements and understandings of every kind and nature between them as to such subject matter.
If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law, then that provision will be fully severable. In such instance, this Agreement will be construed and enforced as if the illegal, invalid, or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement will remain in full force and effect.