1. OUR SERVICES PROVIDED CAN ADAPT AS YOUR NEEDS ADAPT
1.1 Strategy and Action shall use its best endeavours to develop strategy and actions aimed at improving the revenue and business of Your business.("the Services")
1.2 In delivering the Services, Strategy and Action may:
(a) create a business growth strategy for Your business
(b) assist in the management and implementation of that strategy
(c) develop any necessary marketing, advertising, promotion initiatives to assist in the management and implementation of that strategy
(d) assist in the implementation and organisation of any public relations, special events, sales training, and other marketing efforts to assist in the management and implementation of the strategy;
(e) co ordinate the resources and material used in support of the management and implementation of the strategy;
(f) develop documentation and procedural business systems to support the Services;
(g) meet with Your business to plan or review the Services;
(h) provide reports on the progress of the management and implementation of that strategy
(i) provide advice on the management and implementation of that strategy
1.3 Your business agrees to provide all and any material, information, documentation and assistance necessary to enable Strategy and Action to provide the Services.
1.4 All costs associated with Strategy and Action providing the Services are the sole responsibility of Your business.
2. FEES AND PAYMENTS ARE STRAIGHT FORWARD
2.1 Strategy and Action shall, at the request of Your business, provide an estimate of the cost of providing the Services. This estimate is not binding upon Strategy and Action and Strategy and Action reserve the rights to vary any such estimate and will keep Your business informed of any such variations.
2.2 Strategy and Action charges at an hourly rate. Outlays incurred by Strategy and Action are also payable by Your business. Details of Strategy and Action's hourly rates are available when you transact with us and are included in your agreement.
2.3 Strategy and Action agree to only vary the rates in clause 2.2 by giving 1 month written notice to Your business.
2.4 Strategy and Action will use its discretion to allocate work efficiently among our staff so that the fees charged to Your business are appropriate.
2.5 Strategy and Action can in its sole discretion request and Your business agrees to provide to Strategy and Action within 7 days of the request:
(a) money sufficient to cover any anticipated third party costs;
(b) money for Strategy and Action's anticipated fees.
2.6 Your business agrees to pay Strategy and Action Invoices within seven (7) days of the receipt of the Invoice.
3. WE NEED TO TREAT THIRD PARTIES AS SEPARATE
3.1 Your business authorise Strategy and Action to act as their agent to retain third parties that may be necessary for the Services. These third parties may include Printers, Mailhouses and others. Except in circumstances of urgency or where it is otherwise impracticable, Strategy and Action shall advise Your business of the probable costs of such services and discuss with and take into account Your business wishes when retaining these third parties.
3.2 Your business is responsible for the payment of the third parties invoices and agrees to pay all third party invoices strictly by their terms. If Strategy and Action pays third parties' invoices on Your business behalf Your business agrees to reimburse Strategy and Action within seven (7) days of demand.
3.3 Strategy and Action is under no obligation to instruct third parties and may refuse to instruct third parties if monies are requested pursuant to clause 2.5 of this Agreement and are not paid.
4. WE DON'T ASK FOR BONUSES, NO RESULTS ARE GUARANTEED
4.1 Strategy and Action agrees and acknowledges that, unless otherwise agreed in writing between the parties:
(a) results from the Services do not entitle Strategy and Action to any further payments, bonuses, incentives or rewards; and
(b) Strategy and Action shall not solicit such payments or affect the delivery of Services on the basis of any such payments.
4.2 Your business agrees and acknowledges that:
(a) results from the Services are not guaranteed; and
(b) payment of Strategy and Action's Invoices is not contingent on achievement of any minimum result.
5. BOTH PARTIES' INTELLECTUAL PROPERTY RIGHTS ARE IMPORTANT
5.1 Your business agrees that the Services and any related intellectual property, copyrights, moral rights, ideas, strategies, concepts, creative product, and other information ("the Intellectual Property") developed by Strategy and Action remains the property of Strategy and Action and may be used again by Strategy and Action for any purpose Strategy and Action deems appropriate.
5.2 After expiry or termination of this Agreement Your business is authorised to use the Intellectual Property subject to the following terms:
(a) the nature and content of the Intellectual Property must be kept confidential by Your business;
(b) the Intellectual Property can only be used by Your business in its own business.
5.3 Strategy and Action agrees to keep all information given to it by Your business confidential. Your business authorises Strategy and Action to give Your business' information to any third party that in Strategy and Action's opinion is necessary for the Services.
6. COMMUNICATION AND NOTICES ON REQUEST
6.1 Prior to commencing the Services Strategy and Action agrees to provide, on request, a written outline of the Services.
6.2 Strategy and Action agrees to provide, on request, a verbal or written report of the progress of the Services.
7. WE ALL NEED TO ACKNOWLEDGE MARKETING IS A RISK
7.1 Your business acknowledges and agrees that it is accepting advice, direction and execution of the Services from Strategy and Action at its own risk.
7.2 To the maximum extent permitted by law, Strategy and Action disclaims all conditions and warranties, express or implied, in respect of the Services. Where the law precludes such exclusion and implies certain conditions and warranties into this Agreement, the liability of Strategy and Action for breach of such condition or warranty shall be limited to supplying the Services again, at no cost. Nothing done in pursuance of this clause shall constitute an admission of liability by Strategy and Action.
7.3 To the maximum extent permitted by law and except as expressly provided to the contrary in this Agreement, Strategy and Action shall not be under any liability (contractual, tortious or otherwise) to Your business in respect of any loss or damage (including, without limitation, consequential loss or damage) howsoever caused, which may be suffered or incurred or which may arise directly or indirectly in respect to the supply of goods or services pursuant to this Agreement or any act, failure or omission of Strategy and Action.
7.4 To the maximum extent permitted by law, Your business will not make (and expressly waives any right they may have to make), any Claim against Strategy and Action or any of their respective Representatives under the Trade Practices Act (including sections 51A and 52 of that Act), or the corresponding provision of any other federal, state or territory enactment of Australia, for any statement or representation directly or indirectly concerning the supply of goods or services pursuant to this Agreement or any act, failure or omission of Strategy and Action.
8. YOU'RE NOT LOCKED IN - TERMINATION IS STRAIGHT FORWARD
8.1 Strategy and Action can terminate this Agreement at any time for any reason upon providing 24 hours written notice to the Your business.
8.2 Your business can terminate this Agreement at any time for any reason upon providing 24 hours written notice to Strategy and Action providing that:
(a) Strategy and Action's outstanding invoices are immediately paid;
(b) Any invoices issued by third parties or third party invoices paid by Strategy and Action on Your business' behalf are immediately paid.
8.3 In the event that the Agreement is terminated, Your business agrees that Strategy and Action can issue an invoice or invoices for the work completed to the date of termination on any current projects for Your business.
9. ADMINISTRATIVE PROVISIONS
9.1 This Agreement is governed by the law in force in Queensland.
9.2 This Agreement contains the entire agreement between the Parties. Any previous understanding, agreement, representation or warranty between the Parties is replaced by this Agreement and has no further effect.
9.3 The Parties have entered into this Deed without relying on any representation by any other party or any person purporting to represent that party.
9.4 A provision of this Agreement or a right created under it may not be waived or varied except in writing, signed by the party or parties to be bound.
9.5 The recitals and the headings in this Agreement do not form part of this Agreement and must not be used in the interpretation of this Agreement.
9.6 Each person who executes this document warrants to the other party that they have authority on behalf of the party they are purporting to sign to enter into this Agreement.
9.7 Any provision of this Agreement which is invalid or unenforceable in any jurisdiction is to be read down for the purposes of those jurisdiction, if possible, so as to be valid or enforceable, and is otherwise capable of being severed to the extend of the invalidity or unenforceability, without affecting the remaining provisions of this Agreement or affecting the validity or unenforceability of that provision in any other jurisdiction.
9.8 Any notices required to be given under this Agreement can be given by posting the notice to the address of the party in this Agreement.