STANDARD TERMS

All contracts and dealings between Rebel Agency Pty Ltd ACN 663 676 588 (REBEL) and You (the Client) relating to any of the services to be performed are subject to these terms and conditions for marketing services unless otherwise expressly agreed in writing.

1. INTERPRETATION

1.1 Definitions. In these Terms, the following definitions apply: Fees: the fees payable by the Client for the supply of the Services in accordance with Item 4 of the Agreement Summary and clause 7.

Contract: the contract between REBEL and the Client for the supply of Services in accordance with these Terms.

Client: the person or entity who purchases Services from REBEL as outlined at Item 2 of the Agreement Summary.

Guarantor: means the person who signs this document on behalf of a Company or Trust and guarantees to pay the Fees.

Product: the marketing material, content, design, or layout produced by REBEL.

Project: the Client’s Product delivered by REBEL’s Services as set out in the Scope.

Services: the performance of marketing and consulting services including but not limited to, content creation, website design and development, search engine optimization, websites, Google ads, domain purchasing and direction, social media, social media ads, tech support, blogs/content writing, e- newsletters, and graphic design as outlined in Item 3 of the Agreement Summary.

Scope or ‘Scope of Works’: the quotation, package or scope of works provided by REBEL to the Client from time to time during the course of this Contract

Term: means the duration of this Contract as outlined in Item 5 of the Agreement Summary

1.2 Interpretation. In these Terms, the following rules apply:

(a) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and a reference to a party includes its personal representatives, successors or permitted assigns;

(b) a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted;

(c) any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and

(d) a reference to writing or written includes faxes and e- mails.

2. BASIS OF CONTRACT

2.1 REBEL shall provide the Services to the Client for the Term and the Client shall
pay the Fees to REBEL for the delivery of the Services during the Term.

2.2 The Contract constitutes the entire agreement between the parties. The Client acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of REBEL which is not set out in the Contract.

2.3 These terms apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.4 Any quotation given by the REBEL shall not constitute an offer, and is strictly valid for a period of 28 days from its date of issue. Requoting may be required for time frames outside of this period.

2.5 Should subsequent or additional Services outside the Scope of the Services contemplated and detailed in the Scope be required, the Client may be charged in addition to the quoted price, at the sole and reasonable discretion of REBELand may be subject to an additional Scope of Works.

3. SUPPLY OF SERVICES

3.1 REBEL shall supply the Services to the Client in accordance with the Scope in all material respects.

3.2 The Services will be scheduled in as soon as is practical based on the REBEL’s current workload at the time of receiving the signed Scope and Agreement.

3.3 REBEL shall use all reasonable endeavours to meet any performance dates specified in the Scope and Agreement, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.

4. VARIATION TO THE SCOPE

4.1 Should the Scope be varied (including either the nature of the Services or the deadline dates) REBEL reserves the right to review and/or alter and charge the Fees and charge additional fees. Any alterations will be agreed in advance with the Client and confirmed in writing, charged at time and cost or fixed fee.

4.2 The Client may provide written instruction to REBEL varying the Services. REBEL may refuse (with valid reason) to carry out the variation requested by the Client by notice in writing to the Client. If the request is for additional Services is accepted by REBEL, REBEL will charge additional fees.

5. CLIENT’S RESPONSIBILITIES

5.1 The Client warrants and agrees to the following:
(a) Instructions. The Client must provide all instructions in writing to REBEL, and any verbal instructions must be followed up by written instructions.

(b) Prohibited. The Client warrants that any content provided to REBEL is not prohibited or otherwise illegal in any jurisdiction and indemnifies REBEL against any and all loss or claims arising or resulting from any prohibited material provided to REBEL.

5.2 Authority: the Client warrants that it has authority to enter into this Contract on behalf of the company or business for the provision of the Services to be conducted.

6. CLIENT DEFAULT

6.1 If REBEL’s performance of any of its obligations under these terms or the Contract are prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default):

(a) REBEL shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations to the extent the Client Default prevents or delays REBEL’s performance of any of its obligations;

(b) REBEL shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from REBEL’s failure or delay to perform any of its obligations pursuant to these terms; and

(c) the Client shall reimburse REBEL on written demand for any costs or losses sustained or incurred by REBEL arising directly or indirectly from the Client Default.

7. FEES

7.1 The Scope describes the job, tasks, phases and sets out the Fees for the Services.

7.2 REBEL may provide additional services beyond those listed in the Scope by a negotiated sum or on an hourly basis as agreed between the parties.

7.3 The Client shall pay each invoice submitted by REBEL strictly within the agreed trading terms unless otherwise agreed by REBEL.

7.4 If the Client has consented to and allowed REBEL to direct debit the Fees from their nominated bank account, the Client hereby authorises such transactions in accordance with the terms of this Contract.

7.5 If the Client fails to make any payment due to REBEL under these terms by the due date for payment, then the Client shall pay interest on the overdue amount at the rate of 10% percent per annum. Such interest shall accrue on a daily basis from the due date of the moneys owing until the actual payment of the overdue amount, whether before or after judgement. The Client shall pay the interest together with the overdue amount.

7.6 The Client agrees to indemnify REBEL against any costs (including without limitation legal costs on a full indemnity basis) that REBEL may incur in connection with recovery or attempted recovery of overdue amounts.

7.7 The Client shall pay all amounts due under these terms in full without any set off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). REBEL may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Client against any amount payable by REBEL to the Client.

7.8 If any payment is more than fourteen (14) days past due, REBEL may, after giving seven (7) days written notice to the Client, suspend services under this Agreement until REBEL is paid in full all amounts due for services, expenses, interest and other charges.

7.9 In addition to the interest charges shown in clause 7.5, REBEL may request that the Client also pay any reasonable costs involved in the recovery of amounts due through legitimate debt recovery channels. This may include (but not limited to) the cost of a debt recovery firm, lawyers, QCAT or court fees, and any additional costs and expenses incurred by REBEL throughout the debt recovery process.

7.10 In the event of the Client making a claim against REBEL at law or otherwise, for any alleged error, omission or other act arising out of the performance of the Service and the Client fails to prove such claims, then the Client shall pay all costs incurred by REBEL in defending itself against the claims.

8. DELEGATION OF DUTIES

8.1 REBEL may delegate its duties in supplying the Services to an employee(s), or sub-contractor(s) of REBEL under this Contract without written consent from the Client.

8.2 The Client also acknowledges that REBEL is not responsible to the extent for damages made by any subcontractor(s) of REBEL under this Agreement.

9. GST

Unless otherwise specifically stated, all fees and amounts are exclusive of GST.

10. COPYRIGHT & INTELLECTUAL PROPERTY RIGHTS

10.1 REBEL retains all Intellectual Property Rights as permitted by The Copyright Act 1968.

10.2 Nothing in this agreement grants any rights in relation to REBEL’S intellectual property in relation to its systems, trade secrets, methods, scripts, trademarks, services and databases, including registered or unregistered copyrights, trademarks, designs or patents.

10.3 Ownership. All documents prepared, promotional plans, social networking assets, design, websites, code, files, layouts and other items related to the Project remain the full ownership of REBEL until full and final payment has been made for the Project. Ownership is transferred from REBEL to the Client upon final payment of the Project.

10.4 Notice of Copyright. All ideas, designs, arrangements and/or plans shall not be used by or disclosed to any person whatsoever without the written permission of REBEL.

10.5 Assignment. REBEL will only agree to assign its intellectual property rights to the Client upon payment of a release fee. In the event that a fee is not agreed upon in advance of this agreement being commenced, the fee shall be equal to four times the total fees applicable under this agreement for each assignment, or as otherwise agreed in writing with REBEL.

10.6 Licence. The Client grants a license to REBELto use and reproduce any of the documentation provided to REBEL for the express purpose of completing the Services.

10.7 Indemnity. The Client indemnifies and agrees to keep indemnified REBEL against any actions, claims or demands that may be brought against REBEL as a result of the Client providing information or documentation to REBEL by which copyright is not owned by the Client. Such indemnity includes legal costs on a solicitor and own client on an indemnity basis, and does not merge on completion to this Agreement.

10.8 It is the Client’s responsibility under the Copyright Amendment Act 2000 to make a reasonable attempt to contact the original owner and/or author of any copyright works, and establish whether that person wishes to exercise the Moral Right provisions of the act with regard to additions / alterations proposed in terms. The Client acknowledges that if they use the Product provided by REBEL in part or in whole for any project other than the subject to these Terms, without prior written permission, that they will be deemed to have breached the clauses of these Terms.

10.9 The Client acknowledges that such a breach of these Terms will result in legal action, and that the penalty sought in such legal action will be four times the total fees applicable to these Terms for each such breach of contract or each unauthorised use of material, plus any other out of pocket expenses incurred investigating, communicating and pursuing such action.

10.10 This clause 10 shall survive termination of the Contract.

11. PUBLICITY

11.1 REBEL shall have the perpetual right to use the Product that it has provided to the Client in delivering the Services in the promotion of its professional service through publication,advertising, public relations, brochures, websites, or other marketing media.

12. CANCELLATION OR TERMINATION

12.1 No cancellation of these Terms will be effective unless and until accepted by REBEL in writing.

12.2 REBEL will not refund monies already paid to REBEL unless otherwise expressly agreed.

12.3 Cancellation of the Services by the Client may result in costs charged to the Client for the time incurred by REBEL.

12.4 Upon cancellation and without prejudice to the rights of either party, the Client shall pay to REBEL all amounts outstanding for Services rendered up to and including the date of termination.

12.5 Either party may cancel Services and terminate this Contract at any time by four (4) weeks written notice to the other party, provided that, there are no outstanding invoices or monies owing by the Client.

13. PERFORMANCE LIABILITY

13.1 REBEL makes no guarantee on the results that may be provided as a result of the Services provided to the Client under this Agreement.

13.2 REBEL does not warrant that the functions supplied by its work, content creation, web pages, digital marketing, paid advertising, consultation or advice will meet the Client’s requirements or that the operation of the work/deliverables will be uninterrupted or error-free. The entire risk as to the quality and performance of the work and deliverables is with Client. In no event will REBEL be liable to the Client or any third party for any damages, including any lost profits, lost savings or other incidental, consequential or special damages arising out of the results or errors associated with the Services.

13.3 The Client acknowledges and agrees that REBEL will not be responsible for any performance, or failure of the Services and any resulting loss or damage.

14. INDEMNITIES

14.1 The client hereby expressly agree to indemnify and hold harmless REBEL, and its owners,principals, officers, directors, employees and contractors against all suits, actions, claims, demands, or costs of any kind to which they may be subject to arising or resulting at any time or place from anything done or omitted to be done by them in connection with this Agreement.

14.2 The Client shall indemnify REBEL against all actions, claims, losses, costs and expenses which REBEL may sustain or incur as a result of performing the Services.

15. DISPUTES

15.1 It is mutually agreed that if a dispute arises (including a breach or an alleged breach) under these Terms then the party disputing the issue shall provide the other party with written notice of the nature and details of the dispute. If the dispute is not resolved at an operational level or is sufficiently serious that it cannot be resolved at the operational level, the parties shall endeavour to agree upon a resolution. The parties acknowledge that it is in their respective interests to resolve disputes at this level.

15.2 In the event of a dispute between REBEL and the Client, the Client agrees to pay REBEL all such amounts owing to REBEL by the Client until such time as the dispute is resolved without any set-off whatsoever.

15.3 Should REBEL and the Client be unable to resolve the dispute, the matter shall be submitted to mediation for resolution with the cost of mediation to be borne equally between the parties.

16. RELATIONSHIP OF PARTIES

16.1 REBEL’s relationship with the Client is that of independent Contractor and nothing stated in this Agreement must be construed as constituting REBEL and Client as partners, or as creating the relationship of employer and employee, master and servant or principal and agent between the parties.

17. GOVERNING LAW

17.1 These Terms are governed by the laws of Queensland and each party submits to the non- exclusive jurisdiction of the courts of Queensland.

18. ENFORCEABILITY

18.1 Any provision of, or the application of any provision of, this agreement which is prohibited in any jurisdiction is, in that jurisdiction, ineffective only to the extent of that prohibition.

18.2 Any provision of, or the application of any provision of, this agreement which is void, illegal or unenforceable in any jurisdiction does not affect the validity, legality or enforceability of that provision in any other jurisdiction or of the remaining provisions in that or any other jurisdiction.

19. AMENDMENTS TO AGREEMENT

These Terms may only be varied by prior written agreement signed by both parties, or by exchange of written emails where both parties clearly agree on what is to be amended.

20. GUARANTEE

20.1 If there is any default or failure by the Client in making any payment, or on any breach or non- observance of any of the terms, covenants,Terms and warranties of this agreement, and notwithstanding that this agreement may be terminated or liable to termination at the instance of REBEL, the guarantor will be responsible to the REBEL in respect of the Client’s obligations in the same manner as if the Client’s guarantor where the Client under this agreement.

20.2 The guarantor covenants and agrees with the REBEL to indemnify the REBEL and keep the REBEL indemnified from and against all and any loss, damage, cost, charge or expense or other liability, however incurred, by the REBEL in connection with or in consequence of or arising out of any breach or default or attempted breach or default by the Client of any of the Client’s obligations. This indemnity is a separate and distinct and principal obligation of the guarantor and will not be construed otherwise.

20.3 The guarantor will pay any money due to the REBEL by reason of the indemnity, on demand. This includes all costs associated with collection, including legal fees and any late payment charge.