These terms and conditions are entered into between Status Productions Pty Ltd trading as;
Revelation Digital Media ABN 77 154 816 216 (we, us or our) and you, the person, organisation or entity described in the Quote (you or your), together the Parties and each a Party.
Together, these terms and conditions, the Quote, and any documents referenced in these documents (for example, any Additional Services Quotes and/or Media Insertion Order), form the entire agreement under which we will provide the Activities to you (Agreement).
1.1. You accept this Agreement by the earlier of:
1.2. This Agreement will commence on the Commencement Date and will continue until the date we have completed the provision of the Services to you (as reasonably determined by us), unless earlier terminated in accordance with its terms (Term).
We will commence the provision of the Services within a reasonable time after the later of:
3.1. In consideration of your payment of the Fees, we will provide the Services in accordance with this Agreement, whether ourselves or through our Personnel.
3.2. If this Agreement expresses a time within which the Services are to be provided, you agree that such time is an estimate only, and creates no obligation on us to provide the Services by that time.
3.3. We will provide the services described in the Quote, being the “Media Buying Services”.
3.4. Prior to booking media as part of the Media Buying Services, we will provide you with a Media Insertion Order, detailing the media that will be booked (including the campaign start and end dates and pacing).
3.5. You agree that us providing the Media Buying Services is subject to you accepting the terms of the Media Insertion Order and providing us with the relevant Materials in accordance with any deadlines and instructions notified by us to you from time to time.
3.6. All data and reporting is based on our media or ad serving platforms, including dashboards. Any discrepancies with any campaign data must be raised within 7 days from the occurrence in writing to your account manager or sent to accounts@revelation.digital. For the avoidance of any doubt, if a data discrepancy has not been raised within this reasonable time frame any invoices referring to the data in question will be owed and due in full.
3.7. If agreed and as described in the Quote or an Additional Services Quote (see clause 5 in relation to ordering Additional Services), we will provide the Design Services. Any design services not specified in either the Quote or an Additional Services Quote will be outside of scope and must be requested as further Additional Services in accordance with clause 5.
3.8. Where we provide Design Services, you must actively participate in any agreed acceptance testing process and any acceptance testing sign off for the Design Services will indicate your acceptance of such Design Services.
3.9. You agree that we will not book any media buying via the Media Buying Services in relation to Design Services deliverables until you have accepted the deliverables. We will also not be responsible for any delays caused by your failure to accept the deliverables.
3.10. Despite clause 9.3(b), the Intellectual Property Rights in New Materials specifically created as part of the Design Services will be assigned to you on payment of the relevant Fees in full.
3.11. If agreed and as described in the Quote or an Additional Services Quote (see clause 5 in relation to ordering Additional Services), we will provide the Attribution and Ad Serving Services.
3.12. If agreed and as described in the Quote or an Additional Services Quote (see clause 5 in relation to ordering Additional Services), we will provide you with a licence to use the “Domo Dashboard” (Full Dashboard Licence).
3.13. Where you purchase a Full Dashboard Licence from us under clause 3.8, subject to your compliance with the terms of this Agreement, we grant you (and any Authorised Users) a non-exclusive, non-transferrable, non-sublicensable, personal and revocable licence, for the agreed term, to access and use the Full Dashboard Licence for your use and enjoyment of the Full Dashboard Licence as contemplated by this Agreement and any terms and conditions applicable to the Full Dashboard Licence.
3.14. You must agree to (and agree to ensure your Authorised Users):
3.15. You acknowledge and agree that you will be liable for any damages and/or loss that we incur as a result of any non-compliance by you (or your Authorised Users) with clause 3.13.
4.1. You agree that your access to and use of some parts of the Services must be in accordance with the number of Authorised Users (where applicable), as set out in the Quote or Additional Services Quote.
4.2. You may, at any time, request an increase in the number of Authorised Users by submitting this request to us via email. To the extent possible, we will implement the increase in Authorised Users subject to you agreeing to any additional fees, which will form part of the Fees. If we are unable to implement the increase, we will notify you of the reason for our refusal.
5.1. During the Term, you may request Additional Services (including Design Services, Attribution and Ad Serving Services, and Full Dashboard Licences), by providing written notice (including via email) to us
5.2. We may, at our discretion, provide you with written notice in the form of a scope of services, a proposal or a statement of work (as applicable) (each an Additional Services Quote) covering the Additional Services requested and any further fee required for us to undertake the Additional Services. For the avoidance of doubt, we may not be able to accept a request for Additional Services due to resourcing constraints.
If you agree to an Additional Services Quote or both parties agree to an amended Additional Services Quote for the Additional Services, then we will provide the Additional Services to you in consideration for payment of the additional fee, which will form part of the Fees.
6.1. Subject to clause 6.2, you may request a variation or change to the Services, including the timing for the provision of the Services, by providing written notice (including by email) to us, with details of the variation or change, (Variation Request).
6.2. We will not be obliged to comply with a Variation Request unless we:
6.3. If we consider that any instruction or direction from you constitutes a variation, then we will not be obliged to comply with such instruction or direction unless a Variation Request has been issued in accordance with clause 6.1.
6.4. Where the Services are varied or changed, or the costs of providing the Services increases, (Variation Event) and the cause of that Variation Event relates to, or is connected with, an event or circumstance beyond our reasonable control, you agree to pay us our reasonable additional costs and expenses that we may suffer or incur as result of the Variation Event, as a debt due and immediately payable.
7.1. You agree to pay us:
(together the “Amounts”) in accordance with the Payment Terms.
7.2. Generally, you will engage us to provide the Media Buying Services for an agreed period of time.
7.3. As part of setting the media spend budget, we will agree with you the percentage of that spend that will be our Fee for providing the Media Buying Services. Our Fees are due monthly, payable in arrears.
7.4. In addition to paying us the Fees, you will also need to pay us the cost we incur (or budget to incur) in purchasing the media for you as part of providing the Media Buying Services (considered an Expense for the purposes of this Agreement). These Expenses are also due monthly, payable in arrears.
7.5. As part of scoping the Design Services, we will agree the Fees for these Services with you and when they will be payable and set this out in the Quote or Additional Services Quote.
7.6. The Fees for the Attribution and Ad Serving Services are per use (for example the number of impressions or clicks), and at the rates specified in the Quote or Additional Services Quote.
7.7. The Fees for the Full Dashboard Licence will be as specified in the Quote or Additional Services Quote. The Fee for the Full Dashboard Licence is annual and due in full before the first month of the licence starting, unless agreed otherwise.
7.8. Subject to the terms of the relevant Quote or Additional Services Quote, we will issue you an invoice as Amounts become due (generally, at the end of each calendar month for any Amounts which occurred within that month) and these amounts will be payable [14] days from the date of the invoice (Payment Date).
7.9. You expressly consent to, authorise and instruct us to deduct the Amounts from your nominated card, as an automatic payment, on the Payment Due Date.
7.10. If required, you agree to complete a direct debit request form and/or direct debt request agreement, which may be provided by us or by a secure third-party provider on our behalf.
7.11. By making payment through a third-party payment processor, you accept the applicable terms and conditions. You agree that we are not responsible for any payments processed by a third party payment processor.
7.12. You agree that you are liable for any fees charged by our third-party payment processor as a result of a payment, except to the extent these are as a result of our error or our system failure and where this is the case you should provide us with a copy of the relevant records so that any issue can be resolved.
7.13. If you make a payment by debit card or credit card, you warrant that the information you provide to us is true and complete, that you are authorised to use the debit card or credit card to make the payment, that your payment will be honoured by your card issuer, and that you will maintain sufficient funds in your account to cover the Amounts.
7.14. If you would prefer to pay us the amounts payable by a means other than us deducting from your nominated credit or debit card, you may do so on or before the Payment Date, using one of the other payment methods specified in the relevant Quote or Additional Services Quote, or agreed between the Parties.
7.15. If you intend to pay by an alternative means, please ensure you allow enough time for us to receive payment ahead of the Payment Date, otherwise your card may be charged on the Payment Date in accordance with clauses 7.9 to 7.13 of this Agreement. If this occurs, you agree that we may retain any additional amount and use it to offset future amounts payable by you to us.
7.16. If any payment has not been made in accordance with this Agreement (including the Payment Terms), we may (at our absolute discretion):
8.1. Each Receiving Party agrees:
8.2. The obligations in clause 8.1 do not apply to Confidential Information that:
8.3. Each Party agrees that monetary damages may not be an adequate remedy for a breach of this clause 8. A Party is entitled to seek an injunction, or any other remedy available at law or in equity, at its discretion, to protect itself from a breach (or continuing breach) of this clause 8.
8.4. This clause 8 will survive the termination or expiry of this Agreement.
9.1. This clause 9 will survive termination or expiry of this Agreement.
9.2. The Parties agree that nothing in this Agreement constitutes a transfer or assignment of any Intellectual Property Rights.
9.3. Subject to clause 3.9, you agree that we (or the relevant third party) own all Intellectual Property Rights in:
and these Intellectual Property Rights will at all times vest, or remain vested, in us (or, if applicable, our third-party service providers). To the extent that ownership of these Intellectual Property Rights does not automatically vest in us, you agree to do all acts necessary or desirable to assure our title to such rights.
9.4. You agree that we may use Feedback in any manner which we see fit (including to develop new features) and no benefit will be due to you as a result of any use by us of any Feedback.
9.5. In the use of any Intellectual Property Rights in connection with this Agreement, you agree that you must not (and you must ensure that your Personnel do not) commit any Intellectual Property Breach. Where you reasonably suspect that such a breach may have occurred including where you become aware of a claim or potential claim of infringement of third party Intellectual Property Rights, you must notify us immediately.
9.6. We agree that you own all Intellectual Property Rights in Your Materials.
9.7. You grant us a non-exclusive, revocable, worldwide, non-sublicensable and non-transferable right and licence, to use Your Materials, solely for the purposes for which they were developed and for the performance of our obligations under this Agreement, and as otherwise contemplated by this Agreement.
9.8. If you or any of your Personnel have any Moral Rights in any material provided, used or prepared in connection with this Agreement, you agree to (and agree to ensure that your Personnel) consent to our use or infringement of those Moral Rights.
9.9. As between you and us:
You grant us a limited licence to use, copy, transmit, store and back-up or otherwise access the Customer Data during the Term (and for a reasonable period after the Term), to:
10.1. Despite anything to the contrary, we may monitor, analyse and compile statistical and performance information based on and/or related to your use of the Services, in an aggregated and anonymised format (Analytics).
10.2. You agree that we may make such Analytics publicly available, provided that it:
10.3. We, and our licensors own all right, title and interest in and to the Analytics and all related software, technology, documentation and content used or provided in connection with the Analytics, including all Intellectual Property Rights in the foregoing.
10.4. This clause 10 will survive termination or expiry of this Agreement.
11.1. You are responsible for the collection, use, storage and otherwise dealing with Personal Information related to your business and all matters relating to the Customer Data.
11.2. You must, and must ensure that your Personnel and Authorised Users, comply with the legal requirements of the Australian Privacy Principles as set out in the Privacy Act 1988 (Cth) and any privacy or anti-spam Laws applicable to you in respect of all Personal Information collected, used, stored or otherwise dealt with under or in connection with this Agreement.
11.3. Without limiting this clause 11, you may only disclose Personal Information in your control to us, if:
11.4. We agree to handle any Personal Information you provide to us, solely for the purpose of performing our obligations under this Agreement and in accordance with any applicable Laws.
12.1. We warrant, represent and agree:
12.2. We further agree that the Services will be provided in accordance with this Agreement.
13.1. Where you have provided information, representation, data, reports, copy, designs, specifications and/or other materials to us for use in or so as to receive the Services (Media Materials), you warrant that you have the right to do so.
13.2. You warrant that all Materials:
13.3. You warrant, represent and agree:
13.4. To the extent contemplated, this clause 13 will survive termination or expiry of this Agreement.
14.1. We will provide the Services in accordance with this Agreement, including by procuring services from third party providers (Third Party Providers) including media buyers and consultants, on your behalf.
14.2. We will provide you with a quote for the Third Party Providers' services and terms and conditions. We will not engage Third Party Providers without your written approval.
14.3. To confirm your engagement with a Third Party Provider, you are required to complete any documentation from us or the Third Party Provider requesting information from you necessary to perform the services.
14.4. You acknowledge and agree that we may receive a commission from Third Party Providers, which we are wholly entitled to retain.
14.5. You acknowledge that in providing Services to you through a Third Party Provider, we and you may be subject to the Third Party Provider's terms and conditions.
14.6. You may request that we cancel or amend any services provided by a Third Party Provider while such services are scheduled or in progress. We will take reasonable steps to comply with such requests, provided that such requests are in compliance with the Third Party Provider's terms and conditions. In the event that such cancellation or amendment incurs any costs by us or the Third Party Provider, you will pay such costs to us.
14.7. You agree that we will act as your agent to instruct the Third Party Provider on your behalf. You acknowledge that, unless impractical, we will be the sole point of contact for the Third Party Provider. If you communicate directly with the Third Party Provider, you will make all reasonable efforts to keep us informed.
15.1. You agree that the Services may include Third Party Inputs that interface, or interoperate, with the Services, including third party software, hardware or services and that the provision of the Services may be contingent on, limited to or impacted by.
15.2. You must comply with our instructions and directions, whether written or verbal, in relation to the use of any Third Party Inputs. Where we provide you with any terms and conditions for use of these Third Party Inputs, you agree that you will comply with these and are liable for any damages and/or loss that we incur as a result of any non-compliance by you.
16.1. Certain legislation, including the ACL, and similar consumer protection laws and regulations may confer you with rights, warranties, guarantees and remedies relating to the provision of our services which cannot be excluded, restricted or modified (Statutory Rights).
16.2. If the ACL applies to you as a consumer, nothing in this Agreement excludes your Statutory Rights as a consumer under the ACL. You agree that our Liability for the Services provided to an entity defined as a consumer under the ACL is governed solely by the ACL and this Agreement.
16.3. Subject to your Statutory Rights, we exclude all express and implied warranties, and all material, work and services (including the Services) are provided to you without warranties of any kind (including as to fitness for purpose), either express or implied, whether in statute, at Law or any other basis.
16.4. This clause 16 will survive termination or expiry of this Agreement.
17.1. Despite anything to the contrary, to the maximum extent permitted by law, we will not be liable for, and you waive and release us from and against, any Liability:
17.2. Despite anything to the contrary, to the maximum extent permitted by law, you agree to indemnify us and hold us harmless in respect of any Liability that we may suffer, incur or otherwise become liable for, arising from or in connection with the Media Material and Customer Data (including as a result of an Intellectual Property Breach), provided such liability is not caused by a breach by us of the terms of this Agreement.
17.3. Despite anything to the contrary, to the maximum extent permitted by law, we do not guarantee that the Services or Deliverables will result in any increase or anticipated growth in your revenue.
17.4. This clause 17 will survive the termination or expiry of this Agreement.
18.1. Despite anything to the contrary, to the maximum extent permitted by law:
18.2. This clause 18 will survive the termination or expiry of this Agreement.
19.1. Either Party may pause the Media Buying Services with written notice and this will be effective after up to 48 hours after notice is given. If you would like to pause the Media Buying Services under this clause, you should provide your written notice by emailing [accounts@revelationdigital.com.au].
19.2. Either Party may terminate this Agreement or part of the Services at any time by giving notice in writing to the other Party and this will take effect 30 days’ after the notice date. Where a billing period applies to a Service which is terminated, the termination will be effective at the end of the then billing period (unless agreed otherwise). If you would like to terminate this Agreement or any of the Services, you should provide your written notice by emailing [accounts@revelationdigital.com.au].
19.3. This Agreement will terminate immediately upon written notice by:
19.4. Upon expiry or termination of this Agreement:
19.5. Unless otherwise agreed between the Parties, if this Agreement is terminated, then any current Order will also terminate on the date of termination.
19.6. We will retain your documents (including copies) as required by law or regulatory requirements. Your express or implied agreement to this Agreement constitutes your authority for us to retain or destroy documents in accordance with the statutory periods, or on expiry or termination of this Agreement.
19.7. Termination of this Agreement will not affect any rights or liabilities that a Party has accrued under it.
19.8.This clause 19 will survive the termination or expiry of this Agreement.
20.1. If GST is payable on any supply made under this Agreement, the recipient of the supply must pay an amount equal to the GST payable on the supply. That amount must be paid at the same time that the consideration is to be provided under this Agreement and must be paid in addition to the consideration expressed elsewhere in this Agreement, unless it is expressed to be inclusive of GST. The recipient is not required to pay any GST until the supplier issues a tax invoice for the supply.
20.2. If an adjustment event arises in respect of any supply made under this Agreement, a corresponding adjustment must be made between the supplier and the recipient in respect of any amount paid by the recipient under this clause, an adjustment note issued if required, and any payments to give effect to the adjustment must be made.
20.3. If the recipient is required under this Agreement to pay for or reimburse an expense or outgoing of the supplier, or is required to make a payment under an indemnity in respect of an expense or outgoing of the supplier, the amount to be paid by the recipient is to be reduced by the amount of any input tax credit in respect of that expense or outgoing that the supplier is entitled to
20.4. The terms “adjustment event”, “consideration”, “GST”, “input tax credit”, “recipient”, “supplier”, “supply”, “taxable supply” and “tax invoice” each has the meaning which it is given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
21.1. Amendment: This Agreement may only be amended by written instrument executed by the Parties.
21.2. Assignment: A Party must not assign or deal with the whole or any part of its rights or obligations under this Agreement without the prior written consent of the other Party (such consent is not to be unreasonably withheld).
21.3. Counterparts: This Agreement may be executed in any number of counterparts that together will form one instrument.
21.4. Disputes: A Party may not commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, this Agreement (including any question regarding its existence, validity or termination) (Dispute) without first meeting with a senior representative of the other Party to seek (in good faith) to resolve the Dispute. If the Parties cannot agree how to resolve the Dispute at that initial meeting, either Party may refer the matter to a mediator. If the Parties cannot agree on who the mediator should be, either Party may ask the Law Society of New South Wales to appoint a mediator. The mediator will decide the time, place and rules for mediation. The Parties agree to attend the mediation in good faith, to seek to resolve the Dispute. The costs of the mediation will be shared equally between the Parties. Nothing in this clause will operate to prevent a Party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction. This clause survives termination and/or expiry of this Agreement.
21.5. Email: You agree that we are able to send electronic mail to you and receive electronic mail from you. You release us from any Liability you may have as a result of any unauthorised copying, recording, reading or interference with that document or information after transmission, for any delay or non-delivery of any document or information and for any damage caused to your system or any files by a transfer.
21.6. Entire agreement: This Agreement contains the entire understanding between the Parties, and supersedes all previous discussions, communications, negotiations, understandings, representations, warranties, commitments and agreements, in respect of its subject matter.
21.7. Exclusivity: The Services will be provided to you on a non-exclusive basis.
21.8. Further assurance: Each Party must promptly do all things and execute all further instruments necessary to give full force and effect to this Agreement and their obligations under it.
21.9. Force Majeure: We will not be liable for any delay or failure to perform our obligations under this Agreement if such delay is due to any circumstance beyond our reasonable control (including but not limited to natural disasters, acts of war, terrorism, civil unrest, epidemics, pandemics, and Government sanctioned restrictions and orders, whether known or unknown at the time of entering into this Agreement) (Force Majeure Event).
21.10. Governing law: This Agreement is governed by the laws of New South Wales. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in New South Wales and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.
21.11. Notices: Any notice given under this Agreement must be in writing addressed to the relevant address last notified by the recipient to the Parties. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.
21.12. Online execution: This Agreement may be executed by means of such third party online document execution service as we nominate subject to such execution being in accordance with the applicable terms and conditions of that document execution service.
21.13. Publicity: You agree that we may advertise or publicise the broad nature of our provision of the Services to you, including on our website or in our promotional material.
21.14. Relationship of Parties: This Agreement is not intended to create a partnership, joint venture, employment or agency relationship between the Parties.
21.15. Severance: If a provision of this Agreement is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from this Agreement without affecting the validity or enforceability of the remainder of that provision or the other provisions in this Agreement.
In this Agreement, unless the context otherwise requires, capitalised terms have the meanings given to them in the Schedule, and:
ACL or Australian Consumer Law means the Australian consumer laws set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth), as amended, from time to time.
Additional Services means any Services not set out in the Quote which we agree to provide to you under an Additional Services Quote.
Additional Services Quote has the meaning given in clause 5.
Authorised Users means a user permitted to access and use some or all of the Services, as further particularised in the Quote or an Additional Services Quote.
Business Day means a day on which banks are open for general banking business in New South Wales, excluding Saturdays, Sundays and public holidays.
Commencement Date means the date this Agreement is accepted in accordance with its terms.
Computing Environment means your computing environment including all hardware, software, information technology and telecommunications services and systems.
Confidential Information includes information which:
whether or not such information or documentation is reduced to a tangible form or marked in writing as “confidential”, and howsoever the Receiving Party receives that information.
Consequential Loss includes any consequential loss, indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise.
Customer Data means the information, materials, logos, documents, qualifications and other Intellectual Property, Personal Information or data inputted or created by you, your Personnel, Authorised Users and any customers or users and made accessible to us as part of the Services, or stored by the Services or generated by the Services as a result of your use of the Services.
Deliverables means any materials, goods, items or other deliverables forming part of the Services, as particularised in the Quote or an Additional Services Quote.
Deposit means the deposit, if any, specified in a Quote or Additional Services Quote.
Disclosing Party means the party disclosing Confidential Information to the Receiving Party.
Expenses means any disbursements, including media buying costs, travel and accommodation costs and third party costs, reasonably and directly incurred by us for the purpose of the provision of the Services.
Feedback means any idea, suggestion, recommendation or request by you or any of your Personnel or Authorised Users, your customers, whether made verbally, in writing, directly or indirectly, in connection with the Services.
Fees means the fees set out in any Quote and/or Additional Services Quote.
Improvements means any development, modification, adaptation or improvement of Our Materials or any New Materials made by or on behalf of either Party (or any of their respective Personnel), or in respect of which Intellectual Property Rights are acquired by, either Party during the Term.
Improvements means any development, modification, adaptation or improvement of Your Materials or any New Materials made by or on behalf of either Party (or any of their respective Personnel), or in respect of which Intellectual Property Rights are acquired by, either Party during the Term.
Insolvency Event means any of the following events or any analogous event:
Intellectual Property means any domain names, know-how, inventions, processes, trade secrets or Confidential Information; or circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing.
Intellectual Property Breach means any breach whether directly or indirectly by you (or any of your Personnel) of any of our Intellectual Property Rights (or any breaches of third-party rights including any Intellectual Property Rights of third parties), including using or exploiting our Intellectual Property for purposes other than as expressly stated in this Agreement (including, without limitation, using our Intellectual Property for commercial purposes or on-selling our Intellectual Property to third parties). Intellectual Property Breach would include:
Intellectual Property Rights means for the duration of the rights in any part of the world, any industrial or intellectual property rights, whether registrable or not, including in respect of Intellectual Property.
Laws means all applicable laws, regulations, codes, guidelines, policies, protocols, consents, approvals, permits and licences, and any requirements or directions given by any person with the authority to bind the relevant Party in connection with this Agreement or the provision of the Services.
Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a Party to this Agreement or otherwise.
Media Materials has the meaning given in clause 13.1.
Moral Rights has the meaning given in the Copyright Act 1968 (Cth).
New Materials means all Intellectual Property developed, adapted, modified or created by or on behalf of us or you or any of your or our respective Personnel in connection with this Agreement or the provision of the Services, whether before or after the date of this Agreement.
Our Materials means all work, models, processes, technologies, strategies, materials, information, documentation, and services that we may provide to you under this Agreement, and which may contain material which is owned by or licensed to us, and is protected by Australian and international laws.
Payment Terms means those terms defined in the Quote or an Additional Services Quote or clause 7.
Personnel means, in respect of a Party, any of its employees, consultants, suppliers, subcontractors or agents, excluding Third Party Providers.
Quote means the quote provided in Qwilr, to which these terms attach.
Receiving Party means the party receiving Confidential Information from the Disclosing Party.
Services means the services that we agree to perform under this Agreement (including the provision of any Deliverables), as further particularised in the Quote or an Additional Services Quote.
Statutory Rights has the meaning given in clause 16.1.
Term has the meaning given in clause 1.2.
Third Party Inputs means third parties or any goods and services provided by third parties, including customers, end users, suppliers, transportation or logistics providers or other subcontractors which the provision of the Services may be contingent on, or impacted by.
Your Materials means all work, models, processes, technologies, strategies, materials, information, documentation and services (including the Media Materials and Intellectual Property), owned, licensed or developed by or on behalf of you or your Personnel before the Commencement Date and/or developed by or on behalf of you or your Personnel independently of this Agreement.
In this Agreement, unless the context otherwise requires: