GENERAL TERMS AND CONDITIONS

1. General
1.1. These terms of business apply to all dealings between the Customer and Social T Pty Ltd (ACN 662 476 691) (“Social T”, “us”, “we” or “our”). These General Terms & Conditions (“Terms”) are important, and you should ensure that you read them carefully.
1.2. For the purposes of these Terms, the word:
(a) “ACL” means Australian Consumer Laws set out at Schedule 2 of the Competition and Consumer Act 2010 (Cth).
(b) “Contract Price” means the price quoted to the Customer in the Quotation relating to the provision of Services.
(c) “Monthly Fee” means the monthly cost of the Services relating to SEO, Social Media Services and Google Ads.
(d) “Customer” means the person(s) or company who engages Social T to complete any Services.
(e) “Insolvency Event” means being placed into an arrangement with its creditors or, being an individual, commits an act of bankruptcy or is made bankrupt, or, being a company resolves or is ordered to be wound up or has a liquidator, receiver, receiver and manager or official manager appointed.
(f) “Substantial Breach” means as defined at clause 15.4.
(g) “Quotation” means the quotation provided to the Customer, describing the Services to be performed or supplied, the Contract Price and any other relevant information, the term Quotation and these Terms may also be referred to as the “contract”.
(h) “Services” means the completion of any work to be undertaken by Social T as set out in the Quotation or any variation pursuant to clause 9.
1.3. If a provision of these Terms is invalid or unenforceable it is to be read down or severed to the extent necessary without affecting the validity or enforceability of the remaining provisions.
1.4. These Terms and any contract to which they apply shall be governed by the laws of New South Wales and are subject to the jurisdiction of the courts of New South Wales.
1.5. Social T will not be responsible for any loss or liability incurred by you arising or in any way connected with any dealing or transaction with us, contemplated or actual, except to the extent of liability imposed by the Australian Consumer Law.
1.6. Our failure to enforce any provision of these Terms shall not be treated as a waiver of that provision, nor shall it affect our right to subsequently enforce that provision.
1.7. Social T is not liable whatsoever to you for any direct or indirect losses and/or expense suffered by you arising out of a breach by us of these Terms.
1.8. Social T may sub-contract all or any part of our rights and obligations without the consent of the Customer.
1.9. Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, storm or other event beyond the reasonable control of either party.
1.10. The Customer warrants that it has the power to enter into this agreement and has obtained all necessary authorisations to allow it to do so, it is not insolvent, and that this agreement creates binding and valid legal obligations on it.
1.11. If the Customer is a corporation, the directors of the Customer agree that they are signing these Terms on behalf of the Customer and in their personal capacity for the purposes of the Personal Guarantee provision at clause 16.
1.12. Social T may provide any notice required under these Terms by publishing the notice on our website located at (“Notice”).
1.13. If a Customer provides us with a purchase order, any terms within the purchase order do not apply to these Terms and in any case the Terms would take precedence.
1.14. These Terms are subject to change without notice and may be superseded at any time.
1.15. These Terms, together with the Privacy Policy, constitute the entire agreement between you and us and supersede any prior versions of these Terms and all other communications whether oral or written, express or implied.

2. Quotation
2.1. Prior to a Quotation being provided, we will have a discussion with the Customer to gauge the extent of their brief for the Services.
2.2. A Quotation is valid for 30 days after the date on the Quotation.
2.3. We may ask the Customer to comprehensive written brief for the creative services you require.
2.4. Subject to any variation of the Services to be supplied set out in the Quotation pursuant to clause 9, the Customer acknowledges that the Services include and are limited to the Services set out in the Quotation. If there is a variation to the Services supplied set out in the Quotation the Contract Price may be revised.
2.5. Social T reserves the right to amend the Contract Price if there is any error or omission in the Quotation. If an estimate/quote has been prepared without Social T sighting preparatory or sample materials, or a detailed brief, we reserve the right to modify our estimate/quote once the full scope of the required creative services is known.
2.6. In relation to SEO, Social Media Services and Google Ads, Social T may increase the cost of the Monthly Fee as a result of the Customer’s requirement for additional Services.
2.7. This clause applies notwithstanding the Customer’s acceptance of the Quotation.

3. Acceptance
3.1. The Customer is taken to have accepted and is immediately bound, jointly and severally, by these Terms from the time it signs the Quotation. If the Customer has not signed the Quotation prior to engaging our services they are deemed to have accepted our Terms by providing us continued instructions.
3.2. Please note that Social T and entities controlled by it are bound by the Australian Privacy Principles (or APP’s) and the Privacy Act (1988) in relation to the treatment of the personal information of a Customer.

4. Search Engine Optimisation (SEO), Social Media Services and Google Ads
4.1. In order for Social T to complete the Services required pursuant to this clause, the Customer will be required to provide any information or access to their website as is necessary.
4.2. You will be responsible for reimbursing Social T for all associated “out of pocket” expenses reasonably incurred in connection with the creative services provided, including but not limited to: Local, interstate and international courier and postage charges.
4.3. You authorise Social T to insert your credit card details into Google and social media platforms for your ad spend.
4.4. Services pursuant to this clause may be cancelled by providing one (1) months’ notice from the end of the monthly billing cycle of the Monthly Fee in the month in which the notice of cancellation has been provided to Social T. For example, If the Monthly Fee is paid on the 19th of each month, and the Customer provides notice of termination on 15 July then the services will be cancelled on the following month on 19 August.

5. Website Development
5.1. It is the responsibility of the Customer to check all proofs, designs, art Services or specifications for errors or omissions and the Customer assumes responsibility for any remaining errors or omissions in the Services.
5.2. Unless specified separately, two rounds of feedback (resulting in two sets of changes to the original artwork) are factored into any quote provided.
5.3. Social T reserves the right to increase the Contract Price for all tasks, feedback or amendments requested which fall outside the scope of the original quote. Any additional work will normally be billed on a “time and materials” basis at our standard hourly rate. We will endeavour to keep you informed of the nature and costs of the additional work requested or performed.
5.4. While Social T endeavours to keep delivery dates, any delay of delivery, for any reason whatsoever, will not entitle the Customer to claim for any consequential loss or damage or to cancel, rescind or terminate the agreement.
5.5. Should circumstances beyond the control of Social T prevent or hinder delivery, Social T will be free from any obligation to deliver Services while such circumstances continue. For as long as such circumstances exist, Social T may, at its option, cancel, rescind or terminate all or any part of the contract or keep the contract on foot until such circumstances have ceased. Such circumstances beyond the control of Social T include, but are not limited to: strikes, lockouts, rebellions; fire; acts of God; shortages of raw materials; Government decrees, proclamations or orders; transport difficulties; and failures or malfunctions of computers or other information technology systems.

6. Competition and Consumer Act 2010 (Cth)
6.1. These terms in these Terms that exclude or limit Social T’s liability will apply only to the extent permitted by law. Provisions of the Competition and Consumer Act 2010 (Cth) (as amended) and other statutes from time to time in force cannot be excluded, restricted or modified or can only be restricted or modified to a limited extent. These Terms must be read and construed subject to any such statutory provisions. If any such statutory provisions apply, then to the extent to which the owner is entitled to do so, its liability under those statutory provisions will be limited at its option to:
(a) reperformance of the Services;
(b) repayment of a maximum of the Contract Price.

7. Cancellation:
7.1. An order for website design Services may only be cancelled by mutual agreement between the Customer and Social T in writing and in the event of such cancellation the Customer agrees to reimburse us for any design, or Services already performed to that time.

8. Variation
8.1. Subject to clause 8.2, any variation to the Services set out in the Quotation must be in writing and signed by each of Social T and the Customer or where the Customer is a corporation, a representative of the Customer.
8.2. If the Customer requests any variation in the Services Social T shall, if Social T accepts the variation, be entitled to increase or decrease the Contract Price by a reasonable amount including allowance for profit. If any variation impacts the timeframe within which the Services are to be completed Social T shall be entitled to a reasonable extension of time to complete the Services.

9. Terms of payment
9.1. In relation to SEO, Social Media Services and Google Ads, the Customer will be required to sign a Direct Debit authority and will be charged on the monthly anniversary of the commencement of the SEO, Social Media Services and Google Ads services .
9.2. In relation to Website Design Services, the Customer must pay the Contract Price as follows and no later than 5 business days after receiving such invoice:
(a) 50% upon acceptance Quotation;
(b) 25% upon the first revision; and
(c) 25% upon the final revision.
9.3. Subject to clause 9.4, in certain circumstances, Social T will agree that a Customer may pay the Contract Price over six (6) monthly instalments. With the payment of the first instalment to coincide upon acceptance of the Quotation. Each subsequent instalment of the Contract Price will be paid on the monthly anniversary of the first instalment.
9.4. If the Contract is to be paid in accordance with clause 9.3, the Customer acknowledges and agrees that it must host their website with Social T until the Contract Price is paid in full.
9.5. In addition to clause 11, if the Customer fails to pay our invoice the following provisions will apply:
(a) Interest shall be payable by the Customer on any invoice amount which is overdue for payment. Interest will be calculated at a rate of 15% per annum from the due date;
(b) All costs associated with the recovery of an overdue account including agency Commission and solicitor’s costs will be added to the debt and charged to the Customer;
(c) Social T may without demand take down the website or discontinue any SEO, Social Media Services or Google Ads.
(d) Social T may suspend or terminate Services if payment is not received within the time frames set out in accordance with our invoice or these Terms; and

10. Retention of Title
10.1. Notwithstanding completion of the Services to the Customer, until the Customer has effected full payment for the Services and any other Services previously supplied by Social T:
(a) legal title to the Services and the Client’s website (where applicable) will remain with Social T;
(b) the risk in the Services will pass to the Customer on delivery to the Customer or its agent;
(c) the relationship between Social T and the Customer will be fiduciary;

11. Default
11.1. In the event that a Customer decides to terminate the contract, the Customer is required to pay for all Services completed by us just prior to the Customer’s termination of the contract. The Customer may only terminate the contract if Social T is subject to an Insolvency Event.
11.2. If the Customer is in Substantial Breach of these Terms Social T may provide a written default notice describing the details of the breach with the requirement that it be remedied within 5 business days.
11.3. If the breach is not remedied within 5 business days, Social T may suspend the Services or terminate the Services and repossess the Website.
11.4. A substantial breach of these terms by the Customer includes, but is not limited to:
(a) failing to pay any portion of the Contract Price or Monthly Fee or failure perform or observe any of the terms arising from these Terms, the Quotation or any invoice provided in relation to the Services; or
(b) being affected by an Insolvency Event.
(“Substantial Breach”)
11.5. If Social T terminates the Services, the Customer must pay as a debt the value of the Services completed prior to that point.
11.6. Social T shall be also entitled to be reimbursed for any loss or damage it may sustain as a result of the default of the Customer, including any loss sustained through the suspension and subsequent resumption of the Services.
11.7. Such suspension or termination shall not affect any of our rights accrued against the Customer prior.

12. PPSA
12.1. Unless otherwise defined in these terms, the capitalised terms and expressions used in this clause have the meanings given to them in the Personal Property Securities Act 2009 (Cth) (PPSA).
12.2. The Customer acknowledges and agrees that it will grant to Social T a Security Interest in the goods and their Proceeds, including any Accounts, Accessions and Commingled Goods.
12.3. The Customer acknowledges that any purchase by it on credit terms from Social T, or any retention of title supply pursuant to these terms, attaches on delivery of the relevant Services and constitutes a Purchase Money Security Interest.
12.4. The Customer agrees that:
(a) no variation to these terms will be of any effect unless agreed to by Social T in writing;
(b) the Customer will do all the things necessary in Social T’s reasonable opinion, including providing all information Social T requires, to register a Financing Statement or Financing Change Statement on the Register as a Security Interest and/or a Purchase Money Security Interest;
(c) the Customer will not change its name or ABN or other details required in respect of registration, or maintenance of registration, of each Security Interest on the Register, without first notifying Social T in writing;
(d) the Customer waives its right to receive a Verification Statement in respect of any Financing Statement or Financing Change Statement in respect of any Security Interest created pursuant to these terms; and
(e) the Customer must pay Social T’s costs of any discharge or necessary amendment of any Registration. Social T reserves the right to charge an administration fee for registration, or maintenance of registration, of any Security Interest arising under these terms.
12.5. If the provisions of Chapter 4 of the PPSA would otherwise apply, to the maximum extent permitted by law, the Customer agrees that Sections 129(3), 132(3)(d), 132(4), 134(1), 135, 142 and 143 of the PPSA will not apply.
12.6. To the maximum extent permitted by law, the Customer contracts out of, and waives any rights the Customer may have pursuant to, Sections 95 and 96, and if the provisions of Chapter 4 of the PPSA would otherwise apply, Sections 117, 118, 121(4), 123, 129(2) and 130 of the PPSA
12.7. In addition to any other rights under these terms, Social T may exercise any and all remedies set out in the PPSA including, without limitation, entry into any building or premises owned, occupied or used by the Customer, to search for and seize, dispose of or retain those goods in respect to which Social T has a Security Interest. In this regard, the Customer acknowledges that Sections 126, 128, and 129(1) of the PPSA relating to seizure of goods and disposal of seized goods apply.
12.8. The Customer agrees with Social T that neither will disclose any confidential information of the kind referred to in Section 275(1) of the PPSA and that this clause 15.8 constitutes a confidentiality agreement within the meaning of Section 275(6)(a) of the PPSA.
12.9. The Customer waives any rights the Customer may have under Section 275(7)(c) of the PPSA to authorise disclosure of any confidential information that is protected from disclosure under clause 15.8.
12.10. The Customer appoints and authorises Social T as the Customer’s attorney to sign in the Customer’s name all documents which Social T reasonably considers necessary to enforce or protect Social T’s rights and powers under these terms and to protect, preserve and enforce Social T’s rights under the PPSA.

13. Advice and Information
13.1. Any advice, recommendation, information, assistance or service given by Social T in relation to the Services conducted or the Services sold or manufactured by Social T or their use or application is given in good faith and is believed to be accurate, appropriate and reliable at the time it is given, but is provided without any warranty of accuracy, appropriateness or reliability and Social T does not accept any liability or responsibility for any loss suffered from the Customer’s reliance on such advice, recommendation, information, assistance or service.

14. Personal Guarantee
14.1. The Guarantor as defined at clause 1.11 in consideration of Social T agreeing to conduct the Services at the request of the Customer’s directors agree to jointly and severally personally guarantee the performance of all obligations and payment of all debt incurred by the Customer. This is a continuing and irrevocable guarantee for all monies which are now or may be from time to time owing or remain unpaid by the Customer.
14.2. The Guarantor agrees that this Deed does not merge on completion or ending of this Contract by and continues regardless of whether the Customer has been wound up or place in liquidation.
14.3. The Guarantor is not discharged by any variation to the Contract, any delay or claim by Social T enforcing any right pursuant to this Contract against the Customer and any forbearance given to the Customer to perform its obligations.

15. Notice, Permits and Fees
15.1. The Customer shall give all necessary notices, obtain all necessary permits, pay all necessary fees and comply with all provisions and requirements statutory or otherwise, relating to the Services.

16. Disputes
16.1. Referring the matter to the Australian Dispute Centre, and, failing any agreement, then referring the matter to arbitration, should resolve any dispute in relation to the contract.

17. Indemnity
17.1. The Customer shall be solely liable for and shall indemnify and hold harmless Social T, its officers, employees and agents from and against all liability of any nature whatsoever and howsoever arising in or in connections with the Contract, and howsoever or whomsoever caused except to the extent that such liability is caused by negligence.
17.2. You will indemnify Social T for any liability and costs incurred in relation to claims made against Social T arising from material we prepare for you based on information provided by you, or on your behalf, including claims arising from the performance of your products or services.

18. Governing Law & Jurisdiction
18.1. The Customer agrees that these Terms will be construed according to the laws of the state of New South Wales.