Corsa Agency Marketing Services Agreement
Effective Date: 03/02/2023
Last Updated: 11/06/2023
1. Introduction
Welcome to Corsa Agency! By engaging in our marketing services, you agree to comply with and be bound by the terms and conditions of this Marketing Services Agreement (the "Agreement"). Please read these terms carefully before using our services.
2. Scope of Services
By entering into this Agreement, the Client agrees to receive the following marketing services from [ Corsa Agency ]:
Web Design and Development
Search Engine Optimisation (SEO)
Google Ads Management
Facebook Meta Ads Management
Social Media Management
Marketing Consulting
3. Payment Terms
All payment details, including fees and invoicing information, can be found in Exhibit A, which is attached to and incorporated by reference into this Agreement.
4. Performance and Errors
a. Corsa Agency will make reasonable efforts to provide the services outlined in Section 2.
b. We are not responsible for spelling errors, mistakes, or performance issues resulting from factors beyond our control, including changes in third-party platforms, technological issues, or actions taken by the Client.
c. Lead Generation Disclaimer: Corsa Agency does not guarantee the quantity or quality of leads generated through its marketing services. The effectiveness of lead generation efforts can be influenced by various factors, and Corsa Agency cannot be held responsible for the outcome of lead generation efforts, lead quality, or the conversion of leads into clients.
5. Confidentiality
Both parties agree to maintain the confidentiality of any proprietary or confidential information disclosed during the term of this Agreement.
6. Indemnification
The Client agrees to indemnify and hold Corsa Agency harmless from any claims, damages, or liabilities arising out of the use of the marketing services provided under this Agreement.
7. Limitation of Liability
In no event shall either party be liable for any consequential, indirect, incidental, punitive, or special damages arising out of or in connection with this Agreement.
8. Dispute Resolution
Any dispute arising under or in connection with this Agreement shall be subject to mediation in accordance with the rules of the Queensland Law Society Mediation Service, as outlined in Section 7.
9. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the State of Queensland, Australia. Any legal action, suit, or proceeding arising out of or relating to this Agreement shall be instituted in the courts of the State of Queensland, Australia.
10. Entire Agreement
This Agreement constitutes the entire understanding between the parties and supersedes all prior discussions, negotiations, and agreements.
11. Ad Spend Adjustment
Corsa Agency reserves the right to change or lower the ad spend budget depending on the performance of the marketing campaigns without prior notice. The decision to adjust the ad spend will be based on factors such as campaign effectiveness, market conditions, and other relevant considerations. Corsa Agency reserves the right to not refund any ad spend.
Exhibit A: Fees and Payment Terms
[Include detailed information about fees, payment schedule, and any other financial terms.]
By using our services, you acknowledge that you have read, understood, and agree to be bound by the terms and conditions of this Agreement. If you do not agree, you may not use our services.
Payments are to be made by the first Monday of the Month . Each Month you will be billed at the start of each Monday at the start of the Month.
Payments are automatically deducted by our Partner company Stripe which is automatic billing service. Otherwise if other terms are met you will be manually invoiced each month which payment will still need to be made on the first Monday of the Month.
By using our services, you acknowledge that you have read, understood, and agree to be bound by the terms and conditions of this Agreement. If you do not agree, you may not use our services. The Client further agrees that, even if they have not read these terms and conditions, their use of our services constitutes acceptance of the terms and conditions outlined herein.
Corsa Agency
Please read the rest of the term of condition's below.
Please take the time to read these terms and conditions. By using Our Website, any of our Services and the Services and information offered on Our Website, you are agreeing to these terms and conditions.
If you purchase products or services through Corsa Agency , these are the terms and conditions relating to the purchase or service. Please make sure you read these terms and conditions, This is your responsibility to read prior to making your purchase or starting a service.
This website is operated by Corsa Agency. Throughout the site, the terms “we”, “us” and “our” refer to Corsa Agency. Corsa Agency offers this website, including all information, tools and services available from this site to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here.
We have taken proper care and precautions to ensure that the information we provide on this Website is accurate. However, we cannot guarantee, nor do we accept any legal liability arising from or connected to, the accuracy, reliability, currency or completeness of anything contained on this Website or on any linked site.
By visiting our site and/ or purchasing something from us, you engage in our “Service” and agree to be bound by the following terms and conditions (“Terms of Service”, “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms of Service apply to all users of the site, including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content.
You agree that you will use this website in accordance with all applicable local, state, national and international laws, rules and regulations. You agree that you will not use, nor will you allow or authorise any third party to use, the Website for any purpose that is unlawful, defamatory, harassing, abusive, fraudulent or obscene way or in any other inappropriate way or in a way which conflicts with the Website or the Services. Please read these Terms of Service carefully before accessing or using our website. By accessing or using any part of the site, you agree to be bound by these Terms of Service. If you do not agree to all the terms and conditions of this agreement, then you may not access the website or use any services. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service.
We reserve the right to refuse or terminate service to anyone at any time without notice or reason.
Any new features or tools which are added to the current website, products or services shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on this page. We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes.
Indemnification for loss or damage You agree to indemnify Us and hold Us harmless from and against any and all liabilities or expenses arising from or in any way related to your use of this Website, our Services or the Services or information offered on this Website, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and solicitors fees of every kind and nature incurred by you or any third parties through you.
Intellectual property and copyrights
We hold the copyright to the content of this Website, including all uploaded files, layout design, data, graphics, articles, file content, codes, news, tutorials, videos, reviews, forum posts and databases contained on the Website or in connection with the Services. You must not use or replicate our copyright material other than as permitted by law. Specifically, you must not use or replicate our copyright material for commercial purposes unless expressly agreed to by Us, in which case we may require you to sign a Licence Agreement.
If you wish to use content, images or other of our intellectual property, you should submit your request to us at the following email address: admin@corsadigital.com.au
Links to external websites
This Website may contain links that direct you outside of this Website. These links are provided for your convenience and are not an express or implied indication that we endorse or approve of the linked Website, it’s contents or any associated website, product or service. We accept no liability for loss or damage arising out of or in connection to your use of these sites. You may link to our articles or home page. However, you should not provide a link which suggests any association, approval or endorsement on our part in respect to your website, unless we have expressly agreed in writing. We may withdraw our consent to you linking to our site at any time by notice to you.
Limitation of Liability
We take no responsibility for the accuracy of any of the content or statements contained on this Website or in relation to our Services. Statements made are by way of general comment only and you should satisfy yourself as to their accuracy. Further, all of our Services are provided without a warranty with the exception of any warranties provided by law. We are not liable for any damages whatsoever, incurred as a result of or relating to the use of the Website or our Services.
Information Collection
Use of information you have provided us with, or that we have collected and retained relating to your use of the Website and/or our Services, is governed by our Privacy Policy. By using this Website and the Services associated with this Website, you are agreeing to the Privacy Policy. To view our Privacy Policy and read more about why we collect personal information from you and how we use that information please follow the links on our website to our privacy policy.
Confidentiality
All personal information you give us will be dealt with in a confidential manner in accordance with our Privacy Policy. However, due to circumstances outside of our control, we cannot guarantee that all aspects of your use of this Website will be confidential due to the potential ability of third parties to intercept and access such information.
Jurisdictional Clause:
This Agreement shall be governed by and construed in accordance with the laws of the State of Queensland, Australia. Any legal action, suit, or proceeding arising out of or relating to this Agreement shall be instituted in the courts of the State of Queensland, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such action, suit, or proceeding. The parties agree that any claim or cause of action arising under or in connection with this Agreement shall be brought within (30) days after such claim or cause of action arises, or be forever barred.
In the event of any dispute arising under or in connection with this Agreement, the parties agree to engage in good faith negotiations to resolve the dispute amicably. If the dispute cannot be resolved through negotiation, the parties agree to submit the matter to mediation in accordance with the rules of Queensland Law Society before pursuing any legal action.
This jurisdictional clause shall survive the termination or expiration of this Agreement for any reason.
Governing Law
These terms and conditions are governed by and construed in accordance with the laws of Queensland, Australia. Any disputes concerning this website are to be resolved by the courts having jurisdiction in Queensland. We retain the right to bring proceedings against you for breach of these Terms and Conditions, in your country of residence or any other appropriate country or jurisdiction.
THIRD-PARTY LINKS
Certain content, products and services available via our Service may include materials from third-parties.
Third-party links on this site may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties.
We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party’s policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.
USER COMMENTS, FEEDBACK AND OTHER SUBMISSIONS
If, at our request, you send certain specific submissions (for example contest entries) or without a request from us you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, ‘comments’), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you forward to us. We are and shall be under no obligation (1) to maintain any comments in confidence; (2) to pay compensation for any comments; or (3) to respond to any comments.
We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion are unlawful, offensive, threatening, libellous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.
You agree that your comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your comments will not contain libellous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website. You may not use a false e‑mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third-party.
ERRORS, INACCURACIES AND OMISSIONS
Occasionally there may be information on our site or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order).
We undertake no obligation to update, amend or clarify information in the Service or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated.
DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
We do not guarantee, represent or warrant that your use of our service will be uninterrupted, timely, secure or error-free. We do not warrant that the results that may be obtained from the use of the service will be accurate or reliable. You agree that from time to time we may remove the service for indefinite periods of time or cancel the service at any time, without notice to you.
You expressly agree that your use of, or inability to use, the service is at your sole risk. The service and all products and services delivered to you through the service of Corsa Agency are (except as expressly stated by us) provided ‘as is’ and ‘as available’ for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.
In no case shall Corsa Agency, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the service or any products procured using the service, or for any other claim related in any way to your use of the service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the service or any content (or product) posted, transmitted, or otherwise made available via the service, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.
ANY and ALL money back guarantees or revenue guarantees for any Services provided by Corsa Agency are subject to all costs incurred by Corsa Agency including but not limited to staff costs for time spent on the clients work, subscriptions Corsa Agency pay for, service fees applied by 3rd party platforms like Xero and Stripe, GST costs, and any other expense Corsa Agency may have already paid for prior to any Money being returned.
i. In the circumstance of a Money back guarantee for lead generation services provided by Corsa Agency, the return of any monies is completely up to the discretion of Corsa Agency and if adequate help and advice has been given to gain a revenue return from the leads provided.
ii. If a client does not have an adequate sales process to gain revenue from the leads provided by Corsa Agency, they will not be eligible for any Money back. This is solely up to the discretion of Corsa Agency and the information they have gained during their time with the client on their processes.
Other terms of service: Service Agreement
BETWEEN THE SERVICE PROVIDER (“Service Provider”):
Corsa Agency (ABN 96 657 588 200)
AND THE CLIENT(“Client”):
Yourself
BACKGROUND
The Client requires the services, as described in this Agreement (hereinafter “the Services”) to be provided.
The Client wishes to hire an independent contractor to provide the Services to the Client.
The Service Provider has the necessary skills, qualifications and experience to provide the Services to the Client. The Service Provider agrees to provide the Services to the Client on the terms and conditions set out in this Agreement.
OPERATIVE PROVISIONS
In consideration of the matters described above, and of the mutual benefits and obligations described in this Agreement, the receipt of which and the sufficiency of which are hereby acknowledged, the Service Provider and the Client hereby agree as follows:
1. DEFINITIONS
“ACL” means the Australian Consumer Law which is contained in the Competition and Consumer Act 2010 (Commonwealth)
“Agreement” means this Service Agreement
“Agreement Date” means the date you are on this website or agreeing to commence a service with Corsa Agency.
“Claims” means any claims, losses, proceedings, damages, punitive damages, penalties, demands, fines and liabilities whether criminal, civil, in tort, in contract or otherwise
“Client” means you, yourself etc
“Confidential Information” has the meaning described in the “Confidential Information” clause of this Agreement
“Fees” means fees paid by the Client to the Service Provider in accordance with this Agreement
“GST” means Goods and Services Tax imposed on a supply of goods or services in Australia, pursuant to the GST Law
“GST Law” means the same as in the A New Tax System (Goods and Services Tax) Act 1999 (Commonwealth)
“Losses” means any losses including but not limited to financial losses, expenses, damages, costs including legal fees, legal costs and other expenses of any nature whatsoever
“Party” means either the Client or the Service Provider
“Parties” means the Client and the Service Provider collectively
“Receiving Party” in relation to a piece of Confidential Information means the Party which receives the Confidential Information from the other Party (whether directly or indirectly)
“Service Provider” means Corsa Agency.
“Services” means the services to be provided by the Service Provider to the client, the specific description of which is as described in this Agreement
“Supplying Party” in relation to a piece of Confidential Information means the Party which supplies the Confidential Information to the other Party (whether directly or indirectly)
“Termination Date” means the earlier of the date that this Agreement is terminated by the Client or the Service Provider, or the date of expiry of this Agreement
2. INTERPRETATION
In this Agreement, unless the context otherwise requires, the following rules of interpretation shall apply:
a. Words referring to one gender include every other gender.
b. Words referring to a singular number include the plural, and words referring to a plural include the singular.
c. Words referring to a person or persons include firms, corporations, associations, partnerships, joint ventures, authorities, government bodies, organisations and other legal entities, and vice versa.
d. Headings and titles are included in this Agreement for convenience only and shall not affect the interpretation of this Agreement.
e. Each Party must, at its own expense, take all reasonable steps and do all that is reasonably necessary to give full effect to this Agreement and the events contemplated by it.
f. Any obligation on a Party not to do something includes an obligation not to allow that thing to be done.
3. SERVICES
a. In consideration for the Client paying the Fees, and subject to the provisions of this Agreement, the Service Provider hereby agrees to provide the Client with the services as described in:
The Pricing & Packages Form
4. LOCATION OF SERVICES
The Services may be performed at a location as agreed between the Parties.
5. TERM
a. The term of this Agreement (“the Term”) will commence on the Agreement Date and will continue until the Services have been completed, or such other time as provided in this Agreement.
b. The Term may be extended by written agreement of the Parties.
6. PERFORMANCE OF SERVICES
a. The Services may be performed by the Service Provider personally, or by any employees, agents or subcontractors as chosen by the Service Provider in the Service Provider’s sole discretion.
b. The Service Provider may not use any persons to perform the Services except for those persons expressly permitted by this clause, or except for any other persons expressly permitted in writing by the Client.
c. The Service Provider is responsible for any work undertaken by the Service Provider’s subcontractors, employees or agents.
d. Any Services undertaken by the Service Provider’s subcontractors, employees or agents must be undertaken to, at a minimum, the same standards as set out in this Agreement.
e. The Service Provider is solely responsible for any payments to the Service Provider’s employees, agents, subcontractors or affiliates in relation to the provision of the Services under this Agreement, including any payments due for salary, wages, annual leave, sick leave, long service leave, superannuation and any other amounts to which the Service Provider’s employees, agents, subcontractors or affiliates may be entitled in relation to the provision of the Services under this Agreement.
f. The Service Provider is solely responsible for ensuring compliance with any legislation which applies to the Service Provider’s employees, agents, subcontractors or affiliates.
7. INSURANCE
a. The Service Provider must obtain all relevant insurance policies (“the Insurance Policies”), including but not limited to:
I. all those insurance policies required by law;
b. Upon the request of the Client, the Service Provider must provide to the Client a copy of the Insurance Policies.
8. NATURE OF RELATIONSHIP
a. Nothing in this Agreement constitutes an employment relationship between the Client and the Service Provider or between the Client and the Service Provider’s workers (such as the employees, agents or subcontractors of the Service Provider). No relationship of employer and employee is created by this Agreement.
b. Nothing in this Agreement creates a partnership, joint venture, fiduciary relationship, agency or other relationship between the Client and the Service Provider except for the contractual relationship which is provided in this Agreement.
c. The Parties hereby acknowledge and confirm that it is the express intention of all Parties that the Service Provider is acting in relation to the Client as a contractor and not as an employee, partner, joint venture partner, agent or otherwise.
9. CURRENCY
Unless otherwise specifically provided, all monetary amounts contained in this Agreement are in Australian Dollars (AUD).
10. FEES
a. In consideration for the Service Provider providing the Services in accordance with this Agreement, the Client agrees to pay fees to the Service Provider (“Fees”) as follows:
a fixed sum of: the package price selected in the agreement form.
b. the Parties acknowledge that the Fees are exclusive of any Goods and Services Tax (“GST”) that may be charged by the Service Provider and therefore that the Service Provider will be entitled to add GST to the Fees.
11. MATERIALS, COSTS AND DISBURSEMENTS
The Service Provider is not entitled to charge, and the Client will not be liable for, any additional costs such as costs for materials or disbursements, on top of the Fees which have been set out in this Agreement.
12. INVOICING
a. The Service Provider must provide the Client with a tax invoice in accordance with the GST Law in relation to the Fees.
b. The Service Provider will be entitled to invoice the Client: weekly
c. Once the Service Provider provides a valid invoice in relation to the Fees (“the Invoice”), the Client must make payment within the following timeframe: 14 days
13. LATE PAYMENT OF INVOICE
a. If the Client does not make payment by the due date for payment as specified in the Invoice, the Service Provider may refrain from providing any further Services, or any other work for the Client or any other services to the Client (even if that work or those services are dealt with under a separate service agreement) until the Invoice has been paid in full.
b. If the Client does not make payment by the due date for payment as specified in the Invoice, the Service Provider may require the Client to pay in advance for any future Services or any part of the Services which have not been performed.
14. CLIENT OBLIGATIONS
The Client must take, and must ensure that the Client’s employees, agents and other contractors take, all reasonable steps to cooperate in good faith with the Service Provider during the period while the Service Provider is providing the Services to the Client, including by making available any information, documentation, facilities, resources or personnel as reasonably required by the Service Provider, in accordance with this clause.
15. RETURN OF PROPERTY
a. Upon the termination, expiration or completion of this Agreement, each Party will promptly return to the other Party (“the Second Party”) respectively any property, documentation, records or confidential information which is the property of the Second Party.
b. In the event that the Client terminates this Agreement prior to completion of the Services:
I. the Service Provider will be entitled to attend the location or locations where the Services were undertaken strictly in order to recover any materials and/or equipment which are the property of the Service Provider; or
II. if agreed between the Parties, the Client may retain the Service Provider’s materials and/or equipment but must compensate the Service Provider for the said materials and/or equipment in an amount as agreed between the Parties.
16. CONFIDENTIAL INFORMATION
a. Each Party (“the Receiving Party”) shall keep the confidential information of the other Party (“the Supplying Party”) confidential and secret, whether disclosed to or received by the Receiving Party. The Receiving Party shall only use the confidential information of the Supplying Party for the purpose of performing the Receiving Party’s obligations under this Agreement. The Receiving Party shall inform its employees, officers, agents or subcontractors of the Receiving Party’s obligations under the provisions of this clause, and must ensure that the Receiving Party’s officers, employees and agents meet those obligations.
b. For the purpose of this Agreement, “Confidential Information” means all information relating to the Supplying Party which might fairly be considered to be of a confidential nature and includes, but is not limited to:
I. information of whatever nature, without limitation, which is obtained in any form by the Receiving Party from the Supplying Party or its advisers, or by observations during visits, or by demonstrations;
II. information of whatever nature relating to the business activities, practices and finances of the Supplying Party;
III. any evaluation material, design work, technologies, technological ideas or strategies, strategic plans and ideas, innovations, creative plans, concepts and any other plans or ideas developed by the Supplying Party or on its behalf or used by the Supplying Party, whether relating specifically to the Services or otherwise;
IV. any information derived from any other information which falls within this definition of Confidential Information;
V. any copy of any Confidential Information; and
VI. the fact that discussions are taking place between the Parties
but does not include information which:
I. was known or in the possession of the Receiving Party before it was provided to the Receiving Party by the Supplying Party;
II. is, or becomes, publicly available, through no fault of the Receiving Party;
III. is provided to the Receiving Party without restriction or disclosure by a third party, who did not breach any confidentiality obligations by making such a disclosure;
IV. is provided to the Receiving Party by the Supplying Party and is marked “Non Confidential”; or
V. is required by law or regulation to be disclosed, but in the event that this exception applies, it applies only to the absolute minimum necessary and provided that the Supplying Party is first consulted to establish whether and if so how far it is possible to prevent or restrict such enforced disclosure.
c. If there is any doubt as to whether any particular information constitutes Confidential Information, written confirmation is to be obtained from the Supplying Party.
d. This clause will survive the termination, expiration or completion of this Agreement.
17. QUALITY OF SERVICES
a. The Service Provider must perform the Services using reasonable care and skill for a Service Provider in its field.
b. The Service Provider must ensure that any end products or materials given by the Service Provider to the Client under the terms and conditions of this Agreement will not infringe on or violate the intellectual property rights or any other right of any third party.
c. This clause will survive the termination, expiration or completion of this Agreement.
18. LIMITATION OF LIABILITY
a. The Client may have certain rights under the Australian Consumer Law (“ACL”), or under other similar or related consumer protection laws.
b. The ACL (or any other similar or related consumer protection laws) may give the Client certain rights, warranties, guarantees and remedies regarding the provision of services by the Service Provider, which cannot be excluded, modified or restricted by the Service Provider (“Statutory Rights”).
c. The Service Provider’s liability to the Client is governed solely by the ACL (and any other similar or related consumer protection laws) and by this Agreement.
d. To the maximum extent permitted by law, the Service Provider excludes all conditions and warranties implied by custom, law or statute, except for the Client’s Statutory Rights, and the Service Provider expressly disclaims all warranties of any kind.
e. The Client hereby agrees that the Client is solely responsible for determining whether the Services are fit for the Client’s purpose.
f. Except in cases of death or personal injury caused by a Party’s negligence, that Party’s liability in contract, tort or otherwise arising through or in connection with this Agreement or through or in connection with the completion of obligations under this Agreement, liability shall be limited to Fees paid by the Client to the Service Provider.
g. To the extent it is lawful, neither Party shall be liable to the other Party in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by that other Party of an indirect or consequential nature including without limitation any economic loss, data loss, loss of goodwill, or other loss of turnover, profits or business.
h. When the Client’s Statutory Rights apply, to the maximum extent possible, the Service Provider’s liability in respect of any claim is limited to, at the Service Provider’s option:
I. the supply of the Services again; or
II. the payment of the cost of having the Services supplied again
i. The Service Provider’s failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision.
j. This clause will survive termination, expiration or completion of this Agreement.
K. ANY and ALL money back guarantees or revenue guarantees for any Services provided by Corsa Agency are subject to all costs incurred by Corsa Agency including but not limited to staff costs for time spent on the clients work, subscriptionsCorsa Agency pay for, service fees applied by 3rd party platforms like Xero and Stripe, GST costs, and any other expense Lowkey Media may have already paid for prior to any Money being returned.
i. In the circumstance of a Money back guarantee for lead generation services provided by Corsa Agency, the return of any monies is completely up to the discretion of Lowkey Media and if adequate help and advice has been given to gain a revenue return from the leads provided.
ii. If a client does not have an adequate sales process to gain revenue from the leads provided by Corsa Agency, they will not be eligible for any Money back. This is solely up to the discretion of Corsa Agency and the information they have gained during their time with the client on their processes.
19. WORKPLACE HEALTH AND SAFETY
a. The Client is committed to providing a workplace to its employees, agents, subcontractors, affiliates or other visitors which is healthy, safe and clean.
b. The Client is committed to creating, motivating and maintaining a positive workplace culture, particularly in relation to workplace health, safety, welfare and wellbeing.
c. The Client’s commitment to workplace health and safety may be reflected and implemented through various standards, procedures, guidelines and/or policies (“WHS Policies”).
d. The Service Provider must, at the Service Provider’s cost, comply with all relevant WHS Policies or any other standards and regulations in relation to workplace health, safety, welfare and wellbeing as required by the Client or by law.
20. WARRANTIES REGARDING COMPETITION
a. Each Party hereby respectively warrants:
I. That this Agreement does not relate to a contract, arrangement, or understanding, or a concerted practice for the purpose, or with the likely effect, of substantially lessening competition;
II. That this Agreement does not relate to some kind of exclusive dealing between the parties, for the purpose, or with the effect or likely effect, of substantially lessening competition;
III. That this Agreement does not relate to some kind of arrangement involving “price fixing”, whereby competitors have agreed on pricing rather than competing against each other;
IV. That this Agreement does not relate to some kind of arrangement involving “output restrictions”, whereby competitors have agreed to prevent, restrict, or limit the volume or type of particular goods or services available;
V. That this Agreement does not relate to some kind of arrangement involving “market sharing”, whereby competitors have agreed to divide or allocate customers, suppliers, or territories among themselves rather than allowing competitive market forces to work; and
VI. That this Agreement does not relate to some kind of arrangement involving “bid rigging” or “collusive tendering”, whereby competitors have agreed they will not compete genuinely with each other for tenders, allowing one of the competitors to ‘win’ the tender.
b. This clause will survive the termination, expiration or completion of this Agreement.
21. WARRANTIES REGARDING LEGAL ADVICE
a. Each Party, (which for the purposes of this clause shall be referred to as the “Warranting Party” as the context requires) hereby respectively warrants:
I. That the Warranting Party fully understands the terms of this Agreement.
II. That the Warranting Party has had the opportunity to obtain independent legal advice in relation to the matters addressed by this Agreement and the Warranting Party has either:
A. taken such independent legal advice; or
B. elected not to take such independent legal advice.
III. That the Warranting Party has not been induced to enter this Agreement by any representation(s) made by the other Party or by any officer, employee, director, agent, contractor, assignee, successor or other representative of the other Party, except as provided in this Agreement.
b. This clause will survive the termination, expiration or completion of this Agreement.
22. COMPLIANCE WITH LAWS
a. The Service Provider must, at the Service Provider’s own cost, comply with all laws which relate to or affect the Services, the Agreement or the Service Provider, including but not limited to regulations, legislation, delegated legislation, ordinances, rules, codes and any other requirements of any Federal, State or Local authorities, bodies or government departments (“the Laws”).
b. The Service Provider hereby indemnifies, keeps indemnified and holds harmless the Client against any actions, costs, charges, claims or demands in relation to a breach of the Laws.
c. This clause will survive the termination, expiration or completion of this Agreement.
23. ENTIRE AGREEMENT
a. The Parties agree that in relation to the subject matter of this Agreement, this Agreement represents the entire agreement between the Parties. The Parties confirm that no warranties, representations, conditions or collateral agreements affect this Agreement or the subject matter of this Agreement except as expressly provided in this Agreement.
b. The Parties each respectively agree that in entering into this Agreement, they did not do so in reliance on any representations, warranties or other provisions except for those which are expressly provided in this Agreement.
c. The Parties agree that any warranties, conditions or other terms implied by law are expressly excluded from this Agreement to the maximum extent permitted by law.
d. No amendment to or modification of this Agreement, and no additional obligation or obligations in relation to this Agreement or the subject matter of this Agreement, will bind any Party unless evidenced in writing and signed by both Parties.
24. WRITTEN COMMUNICATION
a. In relation to any correspondence or notification which is required under this Agreement to be provided in writing from one Party to the other Party:
I. such notice is properly given if given to the other Party:
A. by email to an email address that the other Party has nominated, acknowledged or used in connection with the Services or this Agreement.
B. by facsimile to a facsimile address which the other party has nominated, acknowledged or used in connection with the Services or this Agreement.
C. by post to a postal address the other party has nominated, acknowledged or used in connection with the Services or this Agreement.
II. such notice is taken to be received:
A. if sent by email, when the email becomes capable of being retrieved by the recipient at the relevant email address.
B. if sent by facsimile, at the time shown of correct and complete transmission to the recipient’s facsimile number by the sending machine.
C. if sent by prepaid post within Australia, five (5) days after the date of posting.
D. if sent by prepaid post to or from an address outside Australia, twenty one (21) days after the date of posting.
25. TERMINATION
a. This Agreement may be terminated by the Service Provider if the Client fails to pay any requisite Fees within fourteen (14) days after the date they are due. The Service Provider may terminate the Agreement immediately, with no notice period, in writing.
b. Aside from termination by the Service Provider in response to the Client’s failure to pay any Fees, as set out in the preceding sub-clause hereof, this Agreement may be terminated by either Party, upon notice in writing:
I. if the other Party commits a material breach of any term of this Agreement that is not capable of being remedied within thirty (30) days or that should have been remedied within thirty (30) days after a written request and was not;
II. if the other Party becomes unable to perform its duties under this Agreement, including a duty to perform the duties in the selected package;
III. if the other Party or its employees or agents engages in any conduct prejudicial to the business of the other, or in the event that either Party considers that a conflict or conflict of interests where previously put in writing has arisen between the Parties.
c. If this Agreement is terminated before the expiration of its natural term, the Client hereby agrees to pay for all Services rendered up to the date of the termination, and for any and all expenditure due for payment after the date of termination for commitments reasonably made and incurred by the Service Provider related to the rendering of Services prior to the date of termination.
d. Any termination of the Agreement under this clause shall not affect the accrued rights and liabilities of either Party under this Agreement or at law and shall be without prejudice to any rights or remedies that either Party may be entitled to.
e. Any part of this Agreement which is meant to continue after termination or which is meant to come into force at or after termination shall not be affected by this clause.
26. ASSIGNMENT
Neither Party will, whether voluntarily or by operation of law, assign, subcontract, delegate, mortgage, charge or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other Party.
27. WAIVER
a. The waiver by either Party of any right or remedy in relation to a breach, default, delay or omission by the other Party of any provision or provisions of this Agreement will not be construed as a waiver of any subsequent breach of the same or other provisions of this Agreement.
b. The failure or delay by either Party in exercising any right or remedy under this Agreement will not constitute a waiver of that right or remedy, nor will it prevent or impair that Party from subsequently exercising that right or remedy.
c. Any rights or remedies provided in this Agreement are cumulative and are in addition to any rights or remedies provided by law.
28. FORCE MAJEURE
a. In the event that circumstances arise which:
I. are outside of the reasonable control of a Party; and
II. materially affect that Party’s performance of its obligations under this Agreement; and
III. could not have been reasonably foreseen or avoided;
(hereinafter “the Circumstances”), then that Party will not be deemed to be in breach of this Agreement and will not have any liability under this Agreement for any delays or failures in performance of that Party’s respective obligations under this Agreement.
b. In the event that such a delay or failure occurs, the Party affected by the Circumstances must immediately notify the other Party in writing of when the Circumstances cause a delay or failure in performance, and when the Circumstances no longer cause a delay or failure in performance.
c. Either Party may terminate this Agreement, if the Circumstances continue for a continuous period of three months or more, by providing written notice to the other Party.
29. APPLICABLE LAW
This Agreement is subject to the laws of Queensland and each Party submits to the jurisdiction of the courts of Queensalnd.
30. SEVERABILITY
If any clause or sub-clause of this Agreement is held to be invalid or unenforceable, it is to be read down or severed such that the remaining clauses and sub-clauses will be enforced to the maximum extent possible. In such circumstances the remaining provisions of this Agreement shall continue in full force and effect.
31. SURVIVAL OF OBLIGATIONS
At the termination, expiration or completion of this Agreement, any provisions of this Agreement which would by their nature be expected to survive termination or expiration shall remain in full force and effect, including but not limited to any provisions which explicitly state that they will survive termination or expiration.
CONTACT INFORMATION
Questions about the Terms of Service should be sent to us at: