TERMS OF BUSINESS
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1. Agreement Acceptance

This Agreement is between Zazu Solutions Pty Ltd ATF Cockbain Family Trust (ABN 86 232 316 138) trading as No Grey Suits and you. Your acceptance of our quotation or proposal signifies your agreement to these terms, commencing upon acceptance and remaining in effect until the completion of the services specified.

2. Services Provision

We commit to delivering social media marketing, content creation, copywriting, and branding services as detailed in the accepted proposal. We’ll use our expertise and creativity, employing best practices tailored to your unique needs, ensuring alignment with your business goals. You agree to provide the necessary information, access, and resources to facilitate our efforts.

2.1 Scope of Work

The scope of work, including specific services, deliverables, timelines, and milestones, is defined in the accepted proposal. By accepting, you confirm understanding and agreement to the scope as detailed, and any queries have been addressed prior to acceptance.

2.2 Items Outside of Scope

Additional services or revisions not specified in the scope are considered outside of scope, requiring written approval for any additional work.

2.3 Amendments to Scope of Work

The client agrees that any revisions, additions, or changes in scope, time, or otherwise to the services must be mutually agreed upon in writing by both parties. This ensures alignment and clear understanding of any modifications to the originally agreed-upon services.

2.4 Variations to the Service Specifications
Variations Process

If, during the course of our engagement, there are changes in the specifications of the service (hereafter referred to as “Variations”), these changes will be treated as a formal Variation to the original scope of work. Variations may arise from alterations in project requirements, additional features, or shifts in strategy that impact the initially agreed-upon specifications of the service.

Rights and Procedures

Right to Halt Work: No Grey Suits reserves the right to halt work on the project upon identification of a Variation. This pause allows for a comprehensive review of the service costings and specifications impacted by the Variation.

Review and Discussion: No Grey Suits will engage in discussions with you to fully understand the Variation and its implications. This collaborative approach ensures that both parties are aligned on the changes and their potential impact on the project.

Variation Notice: Following the review, No Grey Suits will issue a Variation Notice to you. This notice will detail the modifications to the specifications of the service, any associated additional costs, and adjustments to timelines or deliverables as necessary.

Written Approval Required: No Grey Suits will not proceed with the implementation of the Variations or resume the Services until receiving your written approval of the Variation Notice. This approval signifies your agreement to the changes in specifications and any associated costs outlined in the notice.

2.5 Access and Management of Customer Social Media Accounts
Authorisation

Customer hereby authorises No Grey Suits to update, modify, and maintain Customer’s Social Media Accounts and Channel advertising accounts during the term of this Agreement. This authorization facilitates the provision of social media management services by allowing No Grey Suits direct access to and control over the relevant accounts to implement strategies, post content, and make necessary adjustments in line with the agreed-upon services.

Access and Use

Customer acknowledges and agrees that in the course of performing the Services under this Agreement, No Grey Suits will have access to and may use Customer’s Social Media Account and Channel advertising accounts. No Grey Suits is committed to maintaining the confidentiality and integrity of Customer’s login details and account information.

Publishing Content

In connection with such access and use, Customer desires and agrees that No Grey Suits may publish content, including posts and advertisements, and make statements through the Social Media Accounts and Channel advertising accounts on Customer’s behalf. Customer acknowledges and agrees that any such statements and content published will be attributed to Customer, aligning with the overall marketing strategy and objectives.

Liability

No Grey Suits shall not be liable for any losses Customer may claim in connection with Customer’s Social Media Accounts or Channel advertising accounts, except as may be directly caused by No Grey Suits’ gross negligence or wilful misconduct. No Grey Suits will exercise the highest degree of care and professionalism in managing Customer’s accounts to prevent unauthorised access or misuse.

Security and Confidentiality

No Grey Suits commits to securing and keeping confidential the login details and any related information of Customer’s Social Media Accounts and Channel advertising accounts. Appropriate measures will be taken to ensure that account information is protected against unauthorized access or disclosure.

2.6 Review, Edits, and Final Approval of Work
Client’s Responsibility for Review

It is your responsibility to thoroughly review all work provided by No Grey Suits at your end. This includes checking for any errors, inaccuracies, or omissions in the draft versions of the content, designs, or any other deliverables supplied by No Grey Suits as part of our services.
When No Grey Suits provide you with any Approval Item, you must notify us in writing whether you do or do not accept the completed Approval Item. You will be deemed to have accepted the Approval Item if No Grey Suits do not receive a response from you, within 5 business days.

Process for Corrections and Edits

Should you find any errors or areas requiring corrections or further edits, it is imperative that you return the work to No Grey Suits for necessary revisions in a timely fashion. Prompt communication of any issues is crucial to allow adequate time for adjustments and to ensure the quality of the final output.

Absolution of Responsibility

No Grey Suits is absolved of responsibility for any errors that appear in the final published version of the work, regardless of whether these errors were present in the drafts supplied to you. Once the work has been reviewed, approved, and published by you, any errors detected post-publication are deemed to be outside of No Grey Suits’ responsibility.

Final Approval

Your final approval of the work signifies your acceptance of the content, design, or other deliverables as being free of errors and ready for publication or use. It is understood that you have conducted a thorough review and are satisfied with the work provided.

3. Intellectual Property

Upon full payment and completion (handover) of the services, you gain ownership of the created content for use within your business. No Grey Suits retains the right to display the work, including your name and logo, for our marketing purposes while respecting your rights. Our website, methodologies, and non-client-specific materials remain our intellectual property, protected under copyright and trademark laws.

4. Fees and Payment

Services are invoiced monthly in advance, with payment terms of 7 days from the invoice date. Management fees continue on a recurring basis until termination is received in writing, adhering to a 30-day notice period.

4.1 Collection of Outstanding Accounts
Right to Engage Debt Collection

No Grey Suits reserves the right to refer the collection of any outstanding accounts to a debt collection agency without prior notice to you. This action may be taken in instances where invoices remain unpaid beyond the agreed payment terms and despite repeated attempts to secure payment.

5. Performance and Liability

We aim to deliver high-quality services and meet performance dates, which are estimates and subject to change. We’ll notify you of any anticipated delays and take steps to minimise their impact. We’re not liable for delays caused by the client or factors outside our control.

5.1 Delays
Notification

In the event of a delay, No Grey Suits will notify you as soon as possible, providing a revised estimate for completion. This communication will include an explanation for the delay and the steps we are taking to mitigate its impact.

Mitigation Measures

We will implement all reasonable measures to minimize the delay’s duration and its effects on the project’s overall timeline. This may include reallocating resources, extending work hours, or making adjustments to the project plan, as appropriate.

Client-Caused Delays

Delays that arise due to late feedback, incomplete information, or delayed approvals from your side will be communicated to you, along with their potential impact on the project timeline. In such cases, we will work together to adjust the schedule accordingly.

Responsibility and Liability

No Grey Suits shall not be liable for any direct or indirect losses resulting from delays, except in cases of gross negligence or wilful misconduct on our part. We aim to maintain transparency and open communication to manage expectations and navigate any challenges that may arise effectively.

5.2 Subcontracting
Use of Subcontractors

No Grey Suits may, at its discretion, use subcontractors to perform parts of the service. This allows us to leverage specific expertise and ensure high-quality outcomes.

Quality Assurance

We aim to ensure that work completed by subcontractors meets our high standards and complies with the terms of our agreement with you. No Grey Suits will not be liable for the acts, defaults, and negligence of any subcontractor, and for the avoidance of doubt, such acts, defaults and negligence are not deemed or taken to be No Grey Suits acts, defaults or negligence.

Transparency

Clients will be informed if subcontractors are used for significant portions of the work. No Grey Suits remains the primary point of contact and is responsible for managing subcontracted work.

5.3 Liability
Limitations

To the maximum extent permitted by law, No Grey Suits’ liability for any direct, indirect, incidental, special, consequential damages, or losses (including loss of profit, data, or business opportunity) arising out of or in connection with the services provided shall be limited to the following remedies, at No Grey Suits’ discretion:

  • Re-supply of the services.

  • Refund of the service fee paid for the portion of the work affected by the issue.

Exclusions

 No Grey Suits is not liable for losses or damages arising from:

  • Client decisions or actions that deviate from our advice or recommendations.

  • Delays or failures caused by factors outside of our reasonable control (force majeure events).

  • Issues directly attributable to third-party service providers or subcontractors, beyond the scope of our control and management.

 

6. Client Responsibilities

Your participation is vital. Provide necessary content, brand guidelines, access, and timely feedback. Designate a primary point of contact for communication with No Grey Suits.

6.1 Legal and Compliance

Intellectual Property and Security Warranty: You warrant that all materials or content provided to us, or that are provided to us on your behalf, will not breach any rights (including Intellectual Property Rights or Moral Rights) of any third party. Furthermore, you ensure that the provided materials will not compromise the security or operation of our computer systems, through a virus or otherwise. This includes guaranteeing that all text, images, logos, and other content do not infringe on third-party intellectual property rights and are free from any code, files, or software that could be harmful to No Grey Suits’ digital infrastructure.

 

7. Term and Termination

This Agreement is effective upon your acceptance of our quotation or proposal and will continue until the completion of the services specified or until terminated by either party as provided herein.
If, through circumstances beyond the control of No Grey Suits it is unable to effect delivery or provision of Products and/or Services, then No Grey Suits may cancel Your order (even if it has already been accepted) by notice in writing to You.

7.1 Cancellation Policy
7.1.1 Project-Based Services

Notice Period: For project-based services, you may cancel the project by providing No Grey Suits with written notice. We require a minimum notice period of 14 days before the scheduled completion date.

Cancellation Fee: If cancellation occurs after the project has commenced but before its completion, a cancellation fee will be applicable. This fee is calculated as a percentage of the work completed at the time of cancellation, covering incurred costs and resources allocated.

Deposits: Deposits paid at the initiation of the project are generally non-refundable. However, they may be credited towards future services within a specified timeframe, at No Grey Suits’ discretion.

7.1.2 Ongoing Services

Termination Notice: For ongoing services, such as social media management or content creation subscriptions, either party may terminate the agreement with a 30-day written notice.

Final Month’s Billing: Upon receipt of a termination notice, billing will continue for the notice period, ensuring services are provided through the end of the notice period.

7.2 Refund Policy

Service Dissatisfaction: If you are dissatisfied with the services received, we encourage immediate communication with us. We will endeavour to address your concerns and seek a satisfactory resolution. Refunds, in these cases, are considered on a case-by-case basis, depending on the nature of the services and the specific issues raised.

Non-Delivery of Services: If No Grey Suits fails to deliver the agreed-upon services within the specified timeframe due to our fault, and no acceptable remedy is available, a partial or full refund may be issued. This will correspond to the undelivered portion of the services.

Prepaid Services: For services paid in advance, if cancellation is initiated by you in accordance with the notice period requirements, a prorated refund for the unused portion of the services may be considered. This excludes any non-refundable deposits or fees.

7.3 Process for Requesting Refunds

Written Request: To request a refund, you must submit a written request to No Grey Suits, detailing the reasons for the request and including any relevant documentation.

Review Period: No Grey Suits will review refund requests within 14 days of receipt. The circumstances surrounding the request will be investigated to determine eligibility for a refund based on the terms of the agreement and the nature of the issue.

Resolution: You will be notified of the decision regarding your refund request. If a refund is approved, it will be processed within 30 days of the decision, using the original payment method.

Exceptions

Force Majeure: Neither party is liable for failure to perform its obligations if such failure is due to circumstances beyond reasonable control (e.g., natural disasters, government restrictions). In such cases, the terms of the agreement may be renegotiated or deferred.

 

8. White Label Services

Definition of White Label Work

“White Label Work” refers to services provided by No Grey Suits to a client who then rebrands these services as their own for the benefit of their client. This arrangement allows our clients to offer our services under their brand name without disclosing the involvement of No Grey Suits.

8.1 Rights and Display of Work

In instances where a white label agreement is established between No Grey Suits and a client, No Grey Suits will not retain the right to display the client’s work, name, or logo as part of our portfolio or marketing materials. This ensures the confidentiality and integrity of the white label agreement, allowing the client to fully brand the service as their own.

8.2 Indemnity by the Client

The client agrees to indemnify No Grey Suits against all liabilities, costs, expenses, damages, and losses (including but not limited to direct, indirect, or consequential losses, loss of profit, loss of reputation, and all interest, penalties, and legal and other professional costs and expenses) suffered or incurred by No Grey Suits arising out of or in connection with the contract between the client and their client for the White Label Work. This indemnity covers any issues that may arise from the delivery, quality, or any other aspect of the White Label Work provided.

8.3 Liability and Contractual Relationship

For any White Label Work undertaken, the client understands and agrees that No Grey Suits has no contractual relationship with, and therefore no liability to, the ultimate client with whom the client contracts to perform the White Label Work. This ensures that No Grey Suits’ role as a white label service provider is limited to the direct relationship with our client, excluding any direct obligations or liabilities to the client’s end customer.

 

9. Governing Law and Jurisdiction

These terms are governed by the laws of New South Wales, Australia, with both parties submitting to its courts’ jurisdiction.

 

10. Severability

If any provision of these Terms, including the Specific Terms, is determined by any competent authority to be invalid, unlawful, or unenforceable, such provision shall, to the extent of such invalidity, unlawfulness, or unenforceability, be severed from the remaining Terms, including the Specific Terms. The remainder of these Terms, including the Specific Terms, shall continue to be valid and enforceable to the fullest extent permitted by law.

 

11. Entire Agreement and Variations

This document and any accepted proposals constitute the entire agreement. We reserve the right to modify these terms with written notice.

 

Your Data

Electronic Files Storage and Retrieval
File Storage and Archiving

No Grey Suits will endeavour to store or archive all electronic files and documents used in the production of your service. This effort is part of our commitment to maintaining a comprehensive record of our work and to facilitate any future needs for file access or usage that may arise.

Limitations on File Retrieval

While No Grey Suits makes every effort to securely store and archive these files, we provide no guarantee that any stored or archived files can be retrieved in the future. Various factors, including technological changes, data corruption, or system failures, can affect the long-term accessibility of electronic files.

Client Understanding and Acknowledgement

By engaging No Grey Suits for your service needs, you acknowledge and accept that, despite our best efforts to archive project-related files, there is no absolute guarantee of future retrieval. We recommend that you also maintain copies of all critical files and documents pertinent to your project to ensure your access to them, independent of No Grey Suits’ archival system.

Your data may be stored or processed on servers located outside of Australia, in compliance with our Privacy Policy.