SayWhen Group Pty Ltd
203-209 Russell St Bathurst NSW 2795
Ph +61 420 575 855
info@saywhen.agency
MASTER SERVICES AGREEMENT
This Master Services Agreement (“Agreement”) is made as of 15/07/2024, by and between SayWhen Group Pty Ltd (“Agency”), with its principal place of business at 203-209 Russell St Bathurst NSW, and any client (“Client”) who engages the Agency's services individually, or on behalf of their employer, by submitting a booking through the Agency’s platform or via individual written agreement.
1. Introduction and Definitions
1.1. "Services" means the content creation and marketing services provided by the Agency as described in Section 2.
1.2. "Deliverables" means the final photos, videos, and other content provided to the Client.
1.3. "Confidential Information" includes all client lists, upcoming listings, product launches, business strategies, and other proprietary information.
2. Services Provided
2.1. Description of Services: The Agency will provide content creation services, including photo and video content for businesses to use in marketing their products and services. The Agency will also provide marketing services in the form of digital marketing, social media management, and marketing advice.
2.2. Specific Services: The Agency primarily serves real estate agents by capturing marketing content of properties for sale. This content is licensed to the agent for the duration of their marketing campaign and is non-transferable if the property is not sold. For other businesses, such as hospitality, the Agency provides product and venue photography.
3. Payment Terms
3.1. Payment Schedule: Clients on a monthly invoice basis with 14-day payment terms. Payment methods include Stripe and bank transfer.
3.2. One-Off Clients: For one-off or less regular clients, payment is due upon completion of editing and before final delivery of images. Certain projects may require a 50% deposit before commencement.
3.3. Late Fees: If payment is not made within 14 days of the due date, then, without limiting the Agency's remedies under this Agreement, the Client shall pay interest on the overdue amount at the rate of 0.1% per day. The interest shall accrue daily from the due date until the date of actual payment of the overdue amount.
4. Intellectual Property Protection
4.1. Ownership: The Agency retains ownership of all intellectual property created during the provision of services, unless otherwise specified in writing.
4.2. Licensing: The Agency grants the Client a license to use the content for the duration of their marketing campaign. This license is non-transferable.
4.3. Distribution: Where the client does not have ownership of the intellectual property, only watermarked images may be shared externally to a third party, to prevent unintentional breaches of the above clauses. Non-watermarked images may be uploaded to appropriate websites and social media for marketing purposes.
5. Non-Solicitation Clause
5.1. Non-Solicitation: The Client agrees not to directly approach or hire the Agency’s contractors or employees for any services during the term of this Agreement and for a period of 6 months after its termination.
5.2. Breach Consequence: A breach of this clause may result in immediate termination of services and the Client being liable for any resulting damages.
6. Confidentiality
6.1. Confidential Information: Both parties agree to keep all Confidential Information, including client lists, upcoming listings, product launches, and business strategies, confidential and not to disclose it to any third parties.
7. Term and Termination
7.1. Term: This Agreement remains in effect until terminated in writing by either party.
7.2. Termination by Agency: The Agency may terminate this Agreement for breach of contract, failure to pay, or unsatisfactory performance with 14 days' notice.
7.3. Termination by Client: The Client may terminate the agreement but will be liable for all services rendered up until the point of termination, including photoshoot/planning costs. The Client may also forfeit their deposit and incur a fee for potential lost income.
7.4. Notice Period: The Client will advise the Agency in writing as soon as they have decided to terminate the agreement.
8. Dispute Resolution
8.1. Mediation: In the event of any dispute arising from or in connection with this Agreement, the parties agree to first attempt to resolve the dispute through mediation. Specific cases where mediation may be needed include disagreements over service quality, payment disputes, or interpretations of contract terms.
9. Amendments
9.1. Amendments: Any amendments to this Agreement must be in writing and signed by both parties. If a client does not agree to any of the terms, they can request an amendment in writing, which would require the consent of both parties before being applied.
10. Additional Clauses
10.1. Limitation of Liability: The Agency's liability under this Agreement is limited to the amount paid by the Client for the services.
10.2. Force Majeure: Neither party shall be liable for any failure or delay in performance under this Agreement due to circumstances beyond their reasonable control, including but not limited to acts of God, war, or governmental actions.
10.3. Data Protection: The Agency will take reasonable steps to protect any personal data provided by the Client in accordance with applicable data protection laws.
10.4. Archival: The Agency will archive the final deliverables for a period of one year. After this period, the Agency is not responsible for retaining the files.
11. Client Responsibilities
11.1. The Client shall provide all necessary information, materials, and approvals required for the Agency to perform the services.
11.2. The Client is responsible for ensuring the accuracy and completeness of all information provided to the Agency.
12. Revisions and Approvals
12.1. The Agency will provide a maximum of 2 rounds of revisions for each deliverable, unless otherwise specified. Any additional revisions will be billed at the Agency's standard hourly rate.
12.2. The Client must provide feedback and approval within 2 days of receiving deliverables. Delays in approval may impact the project timeline.
13. Project Timelines
13.1. The Agency will use reasonable efforts to meet project deadlines. However, the Agency shall not be liable for delays caused by the Client's failure to provide necessary information or approvals.
13.2. Any changes to the project scope or timeline must be agreed upon in writing by both parties.
14. Portfolio Use
14.1. The Agency retains the right to include the Client's projects in its portfolio and to use the Client's name and logo in promotional materials, unless otherwise agreed in writing.
15. Independent Contractor Status
15.1. The Agency is an independent contractor and is not an employee, partner, or agent of the Client.
15.2. The Agency shall have no authority to bind the Client in any manner.
16. Subcontracting
16.1. The Agency may engage subcontractors to perform certain tasks under this Agreement. The Agency shall remain responsible for the performance of any subcontractor.
17. Severability
17.1. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
18. Governing Law
18.1. This Agreement is governed by the laws of New South Wales, Australia.
19. Entire Agreement
19.1. This Agreement constitutes the entire agreement between the parties and supersedes all prior understandings, agreements, representations, and warranties, both written and oral.
20. Acceptance of Terms
20.1. By submitting a booking, the Client agrees to these service terms.