TERMS OF SERVICE.
1.1 CLIENT RESPONSIBILITIES
To ensure the efficient and effective delivery of Services, the Client agrees to: (i) provide OG Socials with accurate, up-to-date, and complete information as requested; (ii) respond promptly to communications and requests for feedback; (iii) protect any credentials or proprietary information shared with us; (iv) coordinate decision-making with any third parties involved in the project; (v) supply content in a format suitable for immediate use, unless otherwise specified in the proposal; (vi) conduct final proofreading of deliverables; and (vii) bear the costs associated with correcting any errors, such as typographical mistakes or misspellings, identified after deliverables have been approved.
1.2 PROVISION AND ACCESS TO PLATFORMS
The Client agrees to provide and maintain the necessary hosting platforms for all websites, social media accounts, and any other relevant platforms required for the services provided by OG Socials. The Client will grant OG Socials the necessary access credentials and permissions to these platforms to facilitate the execution of services. This access includes, but is not limited to, administrative rights for website hosting, social media management tools, and any other platforms integral to the project. The Client is responsible for ensuring that all platform access information is accurate and up-to-date and for notifying OG Socials of any changes in access credentials or platform configurations.
1. CLIENT OBLIGATIONS
2.1 SCOPE OF SERVICES
OG Socials provides a comprehensive suite of marketing and advertising services, including but not limited to social media management, digital advertising, content creation, and website design (collectively referred to as "Services"). We retain the right to modify, suspend, or discontinue any aspect of our Services at our discretion. Detailed deliverables and project requirements will be specified in a separate Scope of Work document, which will be reviewed and approved by both parties.
2. SERVICES PROVIDED
3. Timing
3.1 FEES AND CHARGES
The Client is responsible for reviewing deliverables within the agreed time frame and must promptly either (i) approve them in writing or (ii) provide written feedback and corrections clearly outlining any concerns or objections. The Client acknowledges that OG Socials' ability to meet deadlines depends on receiving timely materials, approvals, and instructions. Delays in the Client’s feedback or changes to the project scope may affect the delivery schedule.
3.2 ACCEPTANCE
The Client has seven (7) business days from the receipt of any deliverable to review and either confirm acceptance or request further adjustments. If the Client finds that the deliverable does not meet the agreed specifications or has other concerns, they must notify OG Socials in writing within this period. If no such notice is received within the seven days, the deliverable will be considered accepted.
4. Payment Terms
4.1 FEES AND CHARGES
In return for the services provided by OG Socials, the Client agrees to pay all fees as agreed upon, in accordance with the specified amounts and payment schedules discussed prior to the commencement of services.
4.2 INVOICES
The Client shall pay all invoices within thirty (30) days of the invoice date. A service charge of 1.5 percent per month will be applied to overdue balances. Payments will first apply to late payment charges and then to the outstanding balance. The Client is responsible for all collection or legal fees resulting from late payments. OG Socials reserves the right to suspend services and withhold deliverables if accounts are not current.
4.3 PROGRESS PAYMENTS
For projects exceeding one month in duration, OG Socials reserves the right to submit monthly progress invoices based on completed work.
4.4 EXPENSES
Unless otherwise stated in the proposal, project costs include only OG Socials' professional fees and exclude external costs such as production, photography, or artwork licenses.
4.5 PROJECT TERMINATION
If the Client terminates the project, OG Socials shall be compensated for services rendered up to the termination date. Compensation may include advance payments, prorated fees, or hourly rates, whichever is greater. The Client shall cover all fees and expenses incurred up to the date of termination.
5.1 CONFIDENTIAL INFORMATION
Both parties agree to uphold the confidentiality of all project-related information, including designs, development plans, and proprietary technologies. Disclosure of such information to third parties is strictly prohibited without prior written consent from the other party. Any disclosure must be authorised through explicit written approval. Unauthorised disclosure of confidential information without prior written consent may result in the immediate termination of this agreement.
5. CONFIDENTIALITY
6.1 RIGHTS TO DELIVERABLES
Upon receipt of full payment, OG Socials will transfer all rights, title, and interest in the completed website to the Client, including all source code, designs, and content. This also includes any additional modifications made. OG Socials reserves the right to use the completed website and any additional modifications for portfolio and promotional purposes, with the Client's agreement.
6.2 PRELIMINARY WORKS
OG Socials retains all rights to preliminary works created during the project. The Client is required to return all preliminary works within thirty (30) days following the completion of services. Rights to preliminary works remain exclusively with OG Socials. OG Socials retains the right to be credited for any use of preliminary works in promotional contexts.
6.3 ASSIGNMENT OF FINAL PRODUCT
Upon receipt of full payment, OG Socials assigns all rights and title to the final art to the Client, with the exception of website source code. For the website source code, OG Socials grants a non-exclusive, non-transferable license to the Client. OG Socials retains the right to be credited as the creator of the final art in any promotional or public use by the Client.
6.4 TRADEMARKS
The Client is responsible for ensuring that any proposed trademarks are available for use and do not infringe upon the rights of third parties. The Client agrees to indemnify and hold harmless OG Socials from any claims, damages, or liabilities arising from the use of such trademarks. OG Socials retains the right to be credited for any design work that is publicly attributed to their services.
6. INTELLECTUAL PROPERTY RIGHTS
7.1 PERFORMANCE STANDARDS
OG Socials is committed to delivering all services with the highest level of professionalism and diligence. We will ensure that our services not only meet but exceed industry standards and are completed within the agreed timelines as outlined in the agreement.
7.2 COMMUNICATION
OG Socials will maintain consistent and transparent communication with the Client throughout the project. We will provide regular updates on progress and address any concerns or issues promptly and effectively.
7.3 COMPLIANCE
OG Socials will adhere to all relevant laws, regulations, and industry standards in the delivery of our services. This includes strict compliance with privacy and data protection regulations.
7. DEVELOPER REQUIREMENTS
8. TERMINATION
8.1 TERMINATION CONDITIONS
Either party may terminate this agreement by providing written notice to the other party. Termination may occur under the following conditions:
MATERIAL BREACH: If either party commits a material breach of the agreement, the non-breaching party may issue a written notice specifying the breach. The breaching party will then have a period of seven (7) days to cure the breach. If the breach is not remedied within this seven-day period, the non-breaching party may terminate the agreement.
GENERAL TERMINATION: Either party may terminate this agreement for any reason by providing at least fourteen (14) days' written notice to the other party. This notice period allows both parties sufficient time to address any outstanding issues or obligations.
Upon termination, both parties are responsible for settling any outstanding fees or obligations incurred up to the termination date. Any rights or obligations that have accrued prior to termination shall remain in effect until fully resolved.
9. RELATIONSHIP OF PARTIES
9.1 INDEPENDENT CONTRACTOR
The Client acknowledges that OG Socials operates as an independent contractor and is not an employee or affiliate of the Client. While OG Socials will provide services based on the Client’s general direction, we retain full discretion over how the services are executed. This agreement does not establish a partnership or joint venture between the parties, and neither party is authoriSed to act as an agent or bind the other party, except as explicitly outlined in this agreement.
9.2 NO EXCLUSIVITY
This agreement does not create an exclusive relationship between OG Socials and the Client. The Client is free to engage other service providers for similar or additional services. Likewise, OG Socials reserves the right to offer and provide services to other clients, and to solicit other business opportunities as we see fit.
10. CONFLICT RESOLUTION
10.1 GOVERNING LAW
These Terms shall be governed by and construed in accordance with the laws of South Australia. Any disputes arising from or related to these Terms or related to the Services shall be resolved through mediation or, if necessary, arbitration.