Terms and Conditions of Engagement

In this agreement “we” “us” or “our” means Marketing Angels Consultancy and “you” means the client. We will provide the Services to you from the commencement Date subject to these terms and conditions. If you wish to engage us for any period after the completion of the Services, we will negotiate a mutually acceptable arrangement.

Our Obligations

We will:

• Provide the Services in a conscientious, timely and professional fashion;
• Not do anything which may cause the reputation or goodwill of your business to be detrimentally or prejudicially affected;
• Comply with your reasonable directions; and
• Provide staff and equipment sufficient to carry out the Services.

Standards

We warrant that we have the necessary professional skills to perform the Services.

Termination

Either you or we can terminate this agreement at any time by giving at least 1 days notice.

You can terminate this agreement at any time by giving written notice effective from the date of the notice if we breach these terms and conditions and fail to rectify that breach, or we cease to provide the Services or we are insolvent.

Fees and Payment

You will pay us the fees and allowances as set out in an agreed Schedule.  You must pay us in accordance with our usual trading terms as set out in the Schedule.

If this agreement is terminated before the Services are completed, you will pay us all fees for Services performed up to the date of termination, including for Services performed during any period of notice given by one party to the other party.

We will be entitled to recover from you our reasonable legal costs and expenses for bringing and maintaining legal and other any action to recover outstanding debts.

We will not provide Services in excess of the agreed number of hours specified in the Proposal without your prior written consent.

Non-exclusivity

You acknowledge that we may enter into similar arrangements with other customers to provide similar and other services to those other customers.  We will not provide similar services to your competitors during the period in which we are providing the Services to you.

Conflict of Interest

We must notify you of any matter that may give rise to an actual or potential conflict of interest.

Confidentiality

If we have access to or become acquainted with confidential information concerning your business and customers, we will not at any time while we are providing the Services or after the end of this agreement:

• copy or use the confidential information for any purpose other than for your the benefit without your consent; or
• disclose the confidential information to any other person except in the proper performance of the Services or with your consent, except where the confidential information is required to be disclosed by Law.

Intellectual Property

You will own all the strategy documents and working papers produced by us.  Also a non-transferable licence to use to use the Materials produced by us exclusively for you, provided that you have paid all moneys due and payable to us in respect of the Services provided to you.

We will own all the intellectual property rights in all Marketing Angels materials (“Materials”) such as brand workshop process documents, our proprietary process and approach.

Business Name, Domain Name & Trademark Name Registrations

Once we have developed your logo and corporate identity, you may want to ensure its legal protection for various reasons.

• Registration of the Business Name is your duty and does not fit into the scope of our marketing assignment. We may do initial searches to review name availability and direct you to the correct place to register your name, however this does not guarantee the availability of the name, and the registration of your business or company name remains your responsibility.
• Domain Names need to be registered by you, Marketing Angels will not register these on your behalf. Domain Names availability can be simply checked on the internet, which we may do as part of our corporate ID process, however the domain name registration is your responsibility.
• A trademark can also be a useful marketing tool forging an association of value in the customer’s mind with your goods and services. Trademark Registration is a specialised legal field and beyond the scope of our responsibility, but we are able to refer you to a legal specialist who can offer you the right legal advice.

CREATIVE LICENSE

1. THE ITEMS

• The licensed artworks include logo suite and custom illustrative elements created for AVCAL. The items will be used under the new brand, with Marketing Angels authorship and copyright acknowledged where possible.

2. LICENSE & RESPONSIBILITIES

• Marketing Angels grants the exclusive, perpetual and worldwide right and license to use, reproduce, adapt, modify and display the Creative Assets supplied solely in connection with the promotion and marketing of the business.
• The Client does not have the right to generate a profit from the inclusion of any design or illustrative element supplied by Marketing Angels on any sale item without the approval of Marketing Angels. You will advise Marketing Angels of any planned items offered for sale to the public as part of a specific campaign and will abide by the royalty conditions outlined.

Public Relations

As our Client you are expected to:

• Provide access to people as and when required and respond promptly, to especially journalists and media enquiries.
• Appraise staff and other necessary parties of our activities.
• Provide at your expense any information, materials, samples and assistance as we shall reasonably require to provide the services.
• Be responsible for the accuracy, truth and completeness of any information given and for the actions or omissions of any persons providing assistance to us on your behalf.
• Respond to enquiries and requests for information promptly.
• Ensure that the use and reproduction of all artwork, copy and other work provided by you to us will not infringe or be alleged to infringe any third parties’ intellectual property rights.

Legal Liability

All services performed will be governed by the Laws of all the States and Territories of Australia including Federal Laws.  All work will be conducted in accordance with the relevant standards and ethical requirements of the Public Relations Institute of Australia.

Marketing Angels shall not be liable for any delay in, or omission of, publication or transmission or any error in publication, unless caused or contributed to by an act or omission of the Consultancy.

Notices

Any notices or other communications will be sent to your address as set out in the Schedule unless you advise us of another address is notified to of contact person.