T&Cs - Services — VIGOUR.MEDIA

TERMS & CONDITIONS

Black Sparrow Group t/a Vigour.Media

A. General Terms

Scope of Agreement

Black Sparrow Group shall provide the Customer with the Services and the Customer shall pay the Price for the Services in accordance with these terms & conditions.

Entire Agreement

These terms & conditions constitute the entire agreement between the parties regarding provision of the Services by Black Sparrow Group, and no representations, warranties, guarantees or other terms or conditions, whether express or implied and whether oral or in writing in relation to the subject matter of these terms & conditions shall be of any force or effect unless contained in these terms & conditions.

Amendment to be in writing

No amendment or variation of the terms & conditions is valid or binding on a Party unless made in writing and signed by Black Sparrow Group and the Customer.

Access – Where Applicable

The Customer (where applicable) will grant to Black Sparrow Group access to the Customers site and provide appropriate facilities to Black Sparrow Group to provide the service. The Customer warrants that the facilities are suitable and adequate for Black Sparrow Group to provide the Services.

Commercial-In-Confidence

All details of the Service and the working relationship between Black Sparrow Group and the Customer are to remain confidential by both parties.

Right to refuse works

These Terms and Conditions and accompanying quotation and/or proposal are provided to you without any obligation on the part of Black Sparrow Group. If, for any reason, we do not believe that we can carry out your works, we can (in writing) withdraw the proposal and/or quotation and can refuse the works at any time up to the date upon which you write to accept our proposal and/or quotation and for 7 days after that date. If you have made any payment to us prior to the date upon which we refuse the project, we will refund the payment to you in full, less any reasonable administrative costs.

Time specifications

All specifications of time submitted during the process or contained in the quotation and/or proposal are guides only. While Black Sparrow Group makes every effort to follow them, no responsibility is accepted if it is unable to do so.

OH&S – Where Applicable

Black Sparrow Group is committed to working within the OH&S guidelines. The Customer is required to provide a safe working environment and safe access to the property where applicable.

Normal Business Hours

Services will be provided within normal business hours.

Normal business hours are: Monday – Friday; 9am – 5pm, excluding public holidays

Additional Works

Any additional works not covered in this quotation and/or proposal will be proposed separately and agreed to by both parties.

Public Holidays

Public Holidays have been accounted for in the fee where applicable.

Satisfied with accuracy

The Customer agrees that it has satisfied itself as to the accuracy of any information given to it at any time prior to the execution of the service and accepts full responsibility for any use by it of such information including, without limitation, responsibility for any conclusions drawn by it from such information.

Contract Price

All expenses incurred by Black Sparrow Group in relation to the provision of the Services, including, without limitation, travel expenses and subsistence expenses, will be deemed as extra and are not included in the proposed price unless indicated. They will be invoiced accordingly at cost and copies of receipts can be provided upon request.

Quotation Price

The Quotation Price means the aggregate amount payable by the Customer to Black Sparrow Group in relation to the Services plus any out-of-pocket expenses.

Promotion of Works

The Customer agrees to Black Sparrow Group showcasing this work and the Customer’s logo on the Black Sparrow Group official website or related websites.

Travel Levy – Where Applicable

All travel outside of the CBD Metro area will be invoiced in addition to the proposed price amount unless otherwise stated. Interstate travel will incur a further $40.00 + gst p/day or part there of levy.

Service

The service outlined in the quotation and/or proposal must commence within 7 days of the acceptance date unless otherwise stated in this quotation or agreed in writing. If the service does not commence within 7 days of the acceptance date, the Customer will be invoiced as if the service had commenced and payment due. Any delay of the completion of the service due to the Customer will result in the service been invoiced as per the original agreement. Additional costs may be incurred due to any delay due to the Customer.

Acceptance of Quotation

By accepting this proposal/quotation, the Customer confirms the order and accepts the pricing, terms and conditions. The person accepting is authorised to accept this proposal on behalf of The Customer. The Customer will receive a formal invoice for the service.

Commencement of services following instruction to proceed will confirm the terms are accepted, even where written or electronic confirmation is not provided.

Payment of Invoices

The Customer must pay Black Sparrow Group the amount shown on the Invoice within 30 days of receipt of the Invoice unless otherwise agreed. Late payments may incur a late payment fee of 5% of the invoice value per fortnight or part thereof.

Disputed Invoices

If the Customer disputes any amount shown on an Invoice, it must notify Black Sparrow Group within 21 days of receipt of the Invoice and must pay any amounts not in dispute.

No exclusivity

This proposal is not evidence of, nor does it create, an exclusive relationship between the Customer and Black Sparrow Group in respect of the Services unless otherwise stated.

Personnel

Both parties agree not to either directly or indirectly, whether itself or through any related company or through any third party, induce, solicit or engage in any way either on its own behalf or on behalf of others, the services of any employee or person of the other party separate from the obligations under these terms & conditions.

Indemnity

The Customer shall indemnify and keep indemnified Black Sparrow Group against any loss or damage suffered by or claims made against Black Sparrow Group as a result of misuse by the Customer of any license granted by Black Sparrow Group under these terms & conditions. Black Sparrow Group shall indemnify and keep indemnified the Customer against any loss or damage suffered by or claims made against the Customer as a result of misuse by Black Sparrow Group of any license granted by the Customer under these terms & conditions.

Severance

If any provision of these terms & conditions are void, voidable by any party, unenforceable or illegal, it shall be read down so as to be valid and enforceable or, if it cannot be so read down, the provision (or where possible, the offending words) shall be severed from these terms & conditions without thereby affecting the validity, legality of enforceability of the remaining provisions (or parts of those provisions) of these terms & conditions which shall continue in full force and effect provided that these terms & conditions as amended following such severance is not substantially different from these terms & conditions.

Valid Date

The proposal is only valid until the date indicated. Post this date, a new proposal will be required.

Force Majeure

No failure or omission by either party to carry out or observe any of the provisions of these terms & conditions shall give rise to any claim against such party or be deemed to be a breach of these terms & conditions to the extent that such failure or omission arises from causes reasonably beyond the control of such party.

Cancellation Policy

Cancellation of the service post 7 days of the acceptance date will incur the full amount stated on the quotation less any monies already paid. This will by invoiced and due within 7 days.

Nature of Engagement

Nothing contained herein shall constitute a relationship of partnership between the parties.

Instalment Payments

Services that are delivered over multiple months will be invoiced in equal monthly instalments unless otherwise stated.

Debt Collection

If Black Sparrow Group is required to engage a legal or debt collection service to recover outstanding amounts owed by the Customer, the Customer agrees and acknowledges that it will be liable for all fees, costs and charges associated with collecting the outstanding amounts.

Working Files

The customer has no rights to any working files created by Black Sparrow Group.

No Suspension of Services

There is no facility to suspend any service post acceptance.

Confidential Information

During the course of the Service, Black Sparrow Group may become privy to confidential information about the Customer or its related entities. Black Sparrow Group will not disclose that confidential information without the prior written permission of the Customer.

For the purposes of this clause confidential information means: trade secrets;

i. an invention, discovery, secret process, novel design, plant variety, improvement or modification of any nature;

ii. computer program material (including computer software, tables, charts, flow charts, algorithms, diagrams, plans, techniques, data, structures, logical ideas, concepts and processes);

iii. copyright in any works (including literary works and art works);

iv. commercial information about the Customer, its related entities and the persons with whom the Customer deals;

v. product and market information;

vi. trademarks, business and domain names;

vii. made, written or developed by the Customer (alone or with others) in or out of working hours, whether or not capable of statutory protection;

viii. any information which is marked "confidential" by the Customer, its related entities or a person with whom the Customer deals; and

ix. any information which the Customer informs Black Sparrow Group is confidential.

Intellectual Property Rights

Any Intellectual Property Rights in any data, information or content of whatever kind inputted, created or generated by Black Sparrow Group in the course of or as a consequence of this agreement will be owned by Black Sparrow Group.

Nothing in this agreement affects the ownership of existing Intellectual Property Rights owned by the Customer during the term of this agreement, which are used in the provision of services.

Content Ownership

All content supplied by Black Sparrow Group remain the property of Black Sparrow Group and may not be stored, altered, reproduced, sold, exhibited or redistributed without the written consent of Black Sparrow Group.

Customer-Provided Content and Images

You are authorised and hereby assign and grant to Black Sparrow Group ownership and the right and permission to use, edit and publish the content, and hereby release Black Sparrow Group from any and all liability from such use and publication.

You are authorised and hereby confirm that any images of an individual(s) that form part of the content, that the appropriate written permission from the respective individual(s) has been sort and forms part of this agreement.

You are authorised and hereby agree to release, defend, and hold harmless Black Sparrow Group and its agents or employees, including any firm publishing and/or distributing the finished product in whole or in part, whether on paper, via electronic media, or on websites, from any claim, damages, or liability arising from or related to the use of the provided content.

You are authorised, acknowledge and agree that this agreement is binding on all heirs and assigns.You acknowledge and agree that this agreement is irrevocable, worldwide and perpetual.

You are authorised and hereby authorise the reproduction, sale, copyright, exhibit, broadcast, electronic storage and/or distribution of the content without limitation across all media and in perpetuity at the discretion of Black Sparrow Group and you specifically waive any right to any compensation you or your organisation may have.

The Customer warrants that any content and/or images provided for inclusion are either owned by the Customer or that the Customer holds the necessary licenses or permissions to use such content. By submitting content, the Customer confirms that they are the rightful owner or authorised licensee.

In cases where the Customer provides images of individuals for inclusion, the Customer must ensure, and it is implied upon submission, that they have obtained the appropriate written consent from the respective individuals for use.

Proofing

You must promptly check any material, if we have arranged to provide you with any and notify us of any errors in the proofs or in any material that we publish for you. We do not accept any responsibility for errors in material that has been submitted by you.

Compliance

By submitting material to us or authorising or approving the publication of material by us on your behalf, you warrant that the material complies with all relevant laws and regulations and that its publication will not give rise to any claims or liabilities against us, our partners, our directors, employees or agents. Without limiting the above, you warrant that the material submitted, authorised or approved by you does not breach or infringe the Trade Practices Act (Cth), the Fair Trading Acts of relevant States of Australia or equivalent or other sale of goods legislation; any copyright, trade mark, obligation of confidentiality or other personal or proprietary rights; any law of defamation, obscenity or contempt of any court, tribunal or royal commission; State or Commonwealth anti-discrimination legislation; the Privacy Act (Cth); or any other law (including but not limited to any common law, statute, delegated legislation, rule and ordinance of the Commonwealth or any State or Territory). By submitting, authorising or approving material for publication by us, you indemnify us and our partners, our directors, employees and agents against all claims, demands, proceedings and other liability arising wholly or partially, directly or indirectly, from the publication of the material. Without limiting the generality of the above, you indemnify us and our partners, our directors, employees and agents against any costs, expenses, losses, damages, liability and claims suffered or incurred and arising from your breach of these Terms and Conditions and any negligent or unlawful act or omission by you in connection with the material.

Late Submissions

Late submissions to Black Sparrow Group may result in the delay of services.

Subscription & Renewal

Any subscription based service is subject to a minimum term of 12 months unless otherwise agreed in writing by both parties. Upon the expiration of each subscription term, the subscription will automatically renew for successive 12-month terms on a perpetual basis unless the Customer provides written notice of their intention to cancel at least 90 days prior to the end of the then-current term.

At the renewal of each subsequent term, Black Sparrow Group reserves the right to adjust the subscription pricing.

Amendments to Terms and Conditions

Black Sparrow Group reserves the right to modify, amend, or update these terms and conditions at any time, at its sole discretion. Any changes will be communicated to the Customer by written notice or by updating the terms on this website. Such changes will take effect immediately upon notice unless otherwise specified. Continued use of services following notice of any changes constitutes acceptance of the revised terms.

Digital Acceptance

Any signature (including any electronic symbol or process attached to, or associated with, a contract or other record and adopted by a person with the intent to sign, authenticate or accept such contract or record) hereto or to any other certificate, agreement or document related to this transaction, and any contract formation or record-keeping through electronic means shall have the same legal validity and enforceability as a manually executed signature or use of a paper-based record keeping system to the fullest extent permitted by applicable law.

B. Digital Health & Wellbeing eMagazine

If subscribing to Black Sparrow Group’s digital eMagazine the following terms apply:-

Frequency

The frequency of the publication is based on the following (unless otherwise agreed in writing):

MONTHLY: One edition every month (12 editions per 12 month term)

BI MONTHLY: One edition every 2 months (6 editions per 12 month term)

QUARTERLY: One edition every 3 months (4 editions per 12 month term)

Publication Ready

We will endeavour to have each edition ready for distribution within the first week of the issue month.

Back Issues

Back issues will not be saved or accessible after the end of each edition unless otherwise specified in the Customer’s selected subscription level. Back issues may remain live and accessible for an additional fee. Upon termination or expiration of the agreement, no back issues will be saved or accessible.

Custom Pages

All custom pages must be provided as complete design ready separate A4 Portrait high res PDF’s – NO CROP MARKS, NO BLEEDS. Custom pages must be received by Black Sparrow Group 30 days prior to the edition’s distribution. Receiving content late will result in the publication being launched late. We do not proof your custom content. This can be provided at an additional fee.

Custom Design Works

If the Customer chooses to have their custom pages designed by Black Sparrow Group, this comes at an additional fee per page. Content must be provided in Word and all images to be high resolution JPEG or PNG files minimum 300 dpi. We work on approximately 150 words = 1 page.

Edit

An edit is any change to the publication at the draft stage based on the following:

• Changing the order of articles

• copy (changing / adding / deleting)

• omitting articles

• replacing articles

It is based on per page and/or per occurrence. Each subscription level has an edit allowance per issue. Anything above and beyond that allowance is charged at a fee on a per page and/or per occurrence basis.

Any subsequent change request(s) for the same page(s) are considered edits.

No changes can be made to content that affects the integrity of the article.

Any edits to pages due to a typo, grammatical error and/or formatting error by Black Sparrow Group articles will not reduce the Customers edit allowance or incur a fee.

Any changes requested post launch of the edition will incur a design fee.

Design Changes

Any requests for changes to the design of a page will incur a design fee on a per page and/or per occurrence basis. This includes but not limited to:

• image changes

• colour changes

• layout changes

Design changes are not considered edits. Edit allowances can not be used for design changes.

Allowances

Any allowances for custom pages, design work, and/or edits provided on a per edition basis are non-transferable and do not roll over to subsequent editions. Any unused portions of these allowances will expire and cannot be carried forward or redeemed in future editions.

Custom Covers

When included in a selected subscription level, up to 3 options will be provided. Any additional options will be classified as a design edit.

C. Web portal / platform

If subscribing to Black Sparrow Group’s digital web portal / platform the following terms apply:-

Updates

The portal will be updated with new content as per the selected subscription level within the first week of the new month.

Edit

An edit is any change to the portal and may include but not limited to:

copy (changing / adding / deleting)
adding, omitting or replacing content
adding, omitting or replacing pages

Any subsequent change request(s) for the same page(s) are considered edits.

No changes can be made to content that affects the integrity of the content.

Any edits to pages due to a typo, grammatical error and/or formatting error by Black Sparrow Group articles will not reduce the Customers edit allowance or incur a fee.

Design Changes

Any requests for changes to the design of a page will incur a design fee on a per page and/or per occurrence basis. This includes but not limited to:

• image changes

• colour changes

• layout changes

Design changes are not considered edits. Edit allowances can not be used for design changes.

Ownership

The digital portal remains the property of the Black Sparrow Group inclusive of any assigned domains unless otherwise agreed in writing.

D. App

If subscribing to Black Sparrow Group’s App (App) the following terms apply:-

Updates

The app will be updated with new content as per the selected subscription level within the first week of the new month.

Edit

An edit is any change to the app and may include but not limited to:

copy (changing / adding / deleting)
adding, omitting or replacing content
adding, omitting or replacing pages

Any subsequent change request(s) for the same page(s) are considered edits.

No changes can be made to content that affects the integrity of the content.

Any edits to pages due to a typo, grammatical error and/or formatting error by Black Sparrow Group articles will not reduce the Customers edit allowance or incur a fee.

Design Changes

Any requests for changes to the design of a page will incur a design fee on a per page and/or per occurrence basis. This includes but not limited to:

• image changes

• colour changes

• layout changes

Design changes are not considered edits. Edit allowances can not be used for design changes.

Ownership

The app remains the property of the Black Sparrow Group.