Terms of Trading – Cyber Audience

Terms of Trading

By engaging the services of The Service Provider, The Client agrees to be bound by these terms of trading.

Definitions

The Service Provider is Cyber Audience Pty Ltd and refers to the individual or team who are providing the services under these Terms of Trading.

The Client is the individual, business or company who has engaged the The Service Provider for services.

Copyright

The Service Provider assumes The Client has permission from the rightful owner to use any images, working files, web resources or design elements that are provided by The Client for inclusion in the project, and will hold harmless, protect, and defend The Service Provider from any claim or suit arising from the use of such elements.

The Service Provider is not responsible or held liable for any breach of Copyright if any or some of the elements of text, graphics, photos, contents, trademarks, or other artwork provided to The Service Provider from The Client has been used and is in breach of Copyright Law.

Promotional Rights

The Client affirmatively agrees and acknowledges that The Service Provider may at any time reproduce and/ or disseminate any testimonial(s) describing or otherwise referencing, either directly or indirectly, The Client’s experience with The Service Provider, including any specific results experienced by The Client over the course of service provision. The Client agrees and acknowledges that this includes any written statements published to social media accounts and online forums as well as any statements and/or images captured or otherwise recorded.

Fees and Payments

The Service Provider fees are charged in advance.

The Client agrees that payment of invoices must be made within 7 days of the date of the invoice or 7 days prior to the next monthly cycle commencing in regards to monthly retainers and prior to work commencing in regards to training, one off consultations and setups. Unless all outstanding bills are fully paid, The Service Provider reserves the right to not begin, continue or deliver any work. Unless agreed otherwise, paying within time is essential to The Service Provider continuing or completing any further work.

If The Client disputes any invoice, The Client must notify The Service Provider in writing within 7 days of receiving it.

Late payment may incur additional costs of $50 / week.

Any credit note issued by The Service Provider must be used within 6 months from date of issue, or the funds will be forfeited.

Cancellation of Services

In the event of The Client deciding to cancel the contract, The Client will contact the The Service Provider in writing notifying of the intention to cease all operations.

The Service Provider requires 30 days notice in writing in the event The Client wishes to cancel any ongoing service.

The Service Provider will acknowledge and act upon aforementioned notice within five (5) working days.

All monies paid to The Service Provider by The Client to the date of cancellation are non-refundable.

The Service Provider may terminate this Agreement at any time in its discretion upon notice to The Client.

Expiry of Services

One-off services purchased (for example but not limited to “setups” and “training”) must be redeemed within six (6) months of payment unless otherwise agreed.

Media Ad Spend

If The Service Provider is paying for advertising media ad spend on behalf of The Client, then GST is payable on media ad spend.

If The Service Provider is managing advertising campaigns on behalf of The Client but the media ad spend is being paid for by The Client, The Client must inform The Service Provider of new credit card details prior to card expiration to avoid failed advertising. A one-off fee of $97 is payable at the discretion of The Service Provider if the advertising fails because The Client’s new credit card details were not updated before advertising failed or if funds are not sufficient on The Client’s credit card causing additional work for The Service Provider to rebuild and reinstate advertising on relevant platform/s.

Variations to Scope

The Service Provider proposals are contractual agreements to complete projects as per the scope outlined therein.

Additional costs incurred due to project/campaign scope changes requested by The Client will first be discussed and then agreed upon by both parties (The Client and The Service Provider). Then an amended proposal document can be signed off to outline the scope and costs of said changes prior to any further work commencing.

Refunds

The Service Provider abides by a strict, no refund policy. By accepting the terms of this Agreement, The Client agrees and understands that it will be foregoing the right to claim any refund of fees paid for use of the services offered by The Service Provider. The Client further acknowledges that in accepting the terms of this Agreement and affirmatively seeking the benefits of the services provided by The Service Provider, The Client is taking full responsibility for its own success. Thus, The Client agrees that it will not request a refund.

Warranties

Success is not guaranteed: by accepting the terms of this Agreement, The Client agrees and understands that The Service Provider provides services according to industry reasonable practices at the time and guarantees no specific results. The Client takes full responsibility for its own success.

In no event will The Service Provider be liable to The Client or any party related to The Client for any damages, including damages for loss of business profits or other pecuniary loss, whether under a theory of contract, warranty, tort (including negligence) products liability or otherwise, even if The Service Provider has been advised of the possibility of such damages. Limitations herein described shall be applied to the greatest extent enforceable under applicable law.

Intellectual Property

When training or other client interaction occurs, The Client acknowledges that any audio and/or visual presentations, documentation, and other elements of the services provided are the sole Intellectual Property of The Service Provider under Australian copyright, trademark and other intellectual property laws and international treaties. The Client further acknowledges and agrees that, as between The Client and The Service Provider, The Service Provider and its third party licencors own and shall continue to own all right, title, and interest in and to the audio and/or visual presentations, documentation,and other elements of the system, including associated intellectual property rights under copyright, trade secret, patent, or trademark laws. Except for the limited, revocable license expressly granted to The Client herein, this Agreement does not grant The Client any ownership or other right or interest in or to the audio and/or visual presentations, documentation, and other elements of the services provided, or any other intellectual property rights of The Service Provider whether by implication, estoppel, or otherwise. Any and all trademarks or service marks that The Service Provider uses in connection with services rendered by The Service Provider are marks owned by The Service Provider. This Agreement does not grant The Client any right, license, or interest in such marks, and The Client shall not assert any right, license, or interest in such marks or any words or designs that are confusingly similar to such marks.

Consultation, Advice and Indemnification

Consultation and advice is given by The Service Provider to The Client in the form of recommendations. It remains the sole responsibility of The Client to accept recommendations and The Service Provider does not accept responsibility for business outcomes that arise from recommendations or implementation of marketing solutions.

The Client will, at its own expense, defend, indemnify, and hold The Service Provider, its agents, and employees harmless from any and all claims, actions, liabilities, injuries, damages, losses, grants, costs, and expenses, including attorney fees, arising out of or in connection with any use of the Program(s) of this Agreement.

Cookies and Pixels

In regard to being compliant with new regulations under the GDPR, The Client (or partners acting on The Client’s behalf) may not place pixels associated with The Client’s Business Manager or Ad Account on websites that The Client does not own without The Service Provider’s written permission.

Custom Audiences

Facebook’s custom audiences feature enables you to create an audience using your data such as email addresses and phone numbers. When using Facebook’s custom audiences feature, your data is locally hashed on your system before you upload and pass such data to Facebook to be used to create your custom audience (the “Hashed Data”). Without limiting any agreement between you and Facebook, by clicking “I accept,” passing to Facebook the Hashed Data, or using custom audiences or advertising, you agree to the following (which may be updated by Facebook in the future):

You represent and warrant, without limiting anything in these terms, that you have all necessary rights and permissions and a lawful basis to disclose and use the Hashed Data in compliance with all applicable laws, regulations, and industry guidelines. If you are using a Facebook identifier to create a custom audience, you must have obtained the identifier directly from the data subject in compliance with these terms.

If you are providing Hashed Data, you agree to use only provide the agency with data that is owned by you as the advertiser and not to augment or supplement the data with other data except as expressly authorised by Facebook. You represent and warrant that you have the authority to use such data on their behalf and will bind the advertiser to these terms.

You represent and warrant that the Hashed Data does not relate to data about any individual who has exercised an option that you have, directly or indirectly, committed to honouring or provided to opt out of having that data disclosed and used by you or on your behalf for targeted advertising. To the extent an individual exercises such an opt-out after you have used data relating to that individual to create a custom audience, you will remove that data subject from the custom audience.

You instruct Facebook to use the Hashed Data for the matching process. Facebook will not share the Hashed Data with third parties or other advertisers and will delete the Hashed Data promptly after the match process is complete. Facebook will maintain the confidentiality and security of the Hashed Data and the collection of Facebook User IDs that comprise the custom audience(s) created from your Hashed Data (“your custom audience(s)”), including by maintaining technical and physical safeguards that are designed to (a) protect the security and integrity of data while it is within Facebook’s systems and (b) guard against the accidental or unauthorised access, use, alteration or disclosure of data within Facebook’s systems.

Facebook will not give access to or information about the custom audience(s) to third parties or other advertisers, use your custom audience(s) to append to the information we have about our users or build interest-based profiles, or use your custom audience(s) except to provide services to you, unless we have your permission or are required to do so by law.

Facebook may modify, suspend or terminate access to, or discontinue the availability of, the custom audiences feature at any time. You may discontinue your use of the custom audiences feature at any time. You may delete your custom audience(s) from the Facebook system at any time through your account tools.

You may not sell or transfer custom audiences, or authorise any third party to sell or transfer custom audiences

These Custom Audiences Terms and, to the extent applicable, the Data Processing Terms, govern the provision by you of Hashed Data to us and your use of the custom audiences feature, and your use of custom audiences for advertising. They do not replace any terms applicable to your purchase of advertising inventory from Facebook (including but not limited to the Facebook Advertising Guidelines at https://www.facebook.com/ad_guidelines.php), and such terms will continue to apply to your ad campaigns targeted to your custom audience. The custom audiences feature is part of “Facebook” under Facebook’s Terms of Service (https://www.facebook.com/legal/terms, the “Terms”), and your use of the custom audiences feature (including your use of data) is deemed part of your use of, and actions on, “Facebook.” In the event of any express conflict between these Custom Audiences Terms and the Terms, these Custom Audiences Terms will govern solely with respect to your use of the custom audiences feature and solely to the extent of the conflict. Facebook reserves the right to monitor or audit your compliance with these terms and to update these terms from time to time.

Amendment

The Service Provider reserves the right, in its sole discretion, to amend this Agreement from time to time by posting an updated version of the Agreement at www.cyberaudience.com/terms-of-trading/.

Governing Law

This Agreement shall be governed by and interpreted in all respects in accordance with the laws of Victoria, Australia. The venue for any dispute shall be in Victoria, Australia.

By engaging the services or purchasing products or services of The Service Provider, The Client acknowledges that it understands and agrees to The Service Provider’s Terms of Trading set out in this document including those related to service and media fees, automatic monthly billing, strict no refund policy, and confidentiality.

>