Standard terms and conditions

  1. DEFINITIONS

    In these Standard Terms and Conditions, unless the context otherwise requires, words defined in the Proposal have the meaning given to them in the Proposal and the following words have the following meanings: 

    1. Client Content means all data required to be provided by the Client to Dynamic Creative to enable Dynamic Creative to provide the Services.
    2. Confidential Information means any information concerning a party or its affairs which is marked confidential or which is of a confidential nature, excluding information already known to the other party or which was publicly available at the time of disclosure.
    3. Contract means the Proposal and these Standard Terms and Conditions.
    4. Dynamic Creative means Dynamic Creative Pty Ltd ACN 100 776 850.
    5. Fees mean the fees specified in the Proposal to be paid by the Client for the provision of the Services by Dynamic Creative.
    6. Intellectual Property includes all rights throughout the world in relation to patents, copyright (including moral rights), designs, registered and unregistered trademarks, trade secrets, know-how and confidential information and all other intellectual property and any right to register those rights, whether created before or after the date of the Contract, and in all cases for the duration of those rights and any renewal.
    7. Proposal means a proposal provided by Dynamic Creative to the Client setting out the scope of the Services to be provided and the Fees payable for the Services, and includes any proposal for the provision of Services made available by Dynamic Creative via a web application or other online platform (including any applicable Fees payable in respect of those Services notified via that web application or other online platform).
    8. Services means the services specified in the Proposal to be provided to the Client by Dynamic Creative, and includes any pre-determined suite of services made available by Dynamic Creative from time to time for a set monthly Fee and described in a Proposal as a subscription based plan or other similar description.
    9. Standard Terms and Conditions means these standard terms and conditions.
  2. CONTRACT
    1. Entire agreement
      This Contract comprises the Proposal and the Standard Terms and Conditions and contains the entire agreement between the parties in relation to its subject matter.
    2. Priority of documentation
      In the event of an inconsistency between the Proposal and the Standard Terms and Conditions, the Proposal will prevail.
  3. SERVICES
    Dynamic Creative will provide the Services to the Client on the terms and conditions of this Contract.
  4. CLIENT CONTENT
    The Client must:
    1. provide the Client Content to Dynamic Creative in a timely manner to enable Dynamic Creative to provide the Services in accordance with the Proposal;
    2. ensure that the Client Content is accurate, complete and not misleading; and
    3. agree to allow Dynamic Creative to conduct a detailed creditworthiness check.
  5. FEES & PAYMENT
    1. Fees
      In consideration for the performance of the Services, the Client must pay to Dynamic Creative the Fees in accordance with this clause 5.
    2. Invoices’
      1. Dynamic Creative will render an invoice monthly in advance in respect of Fees to be incurred during that month.
      2. Dynamic Creative will render the invoice to the Client by emailing a copy to the Client’s email address (as provided by the Client).
      3. The Client must pay all invoices:
        1. by no later than 7 days following receipt of the emailed invoice;
        2. by way of electronic funds transfer into the bank account nominated by Dynamic Creative from time to time; and
        3. in full by the date due for payment without any setoff, withholding or deduction.
    3. Late payment
      If the Client fails to make any payment by the due date, without prejudice to any other right or remedy available to Dynamic Creative, Dynamic Creative may:
      1. suspend the provision of any Services to the Client until such default is corrected;
      2. require the Client to pay a late payment fee of 1.5% of the amount outstanding at the due date;
      3. charge interest on the amount overdue at 2% per month from the due date for payment until the date on which the debt is paid;
      4. require the Client to pay us any costs for agents incurred in recovering money the Client owes Dynamic Creative, including commissions and legal costs on a solicitor-client basis;
      5. take any action to recover the outstanding amounts, plus any fees incurred for the collection of those amounts, from the Client; and/or
      6. list information about the default with any credit reporting body.
    4. Price Changes
      1. Dynamic Creative may vary the Fees applicable to Services provided to a Client at any time.
      2. Dynamic Creative must give the Client at least 180 days’ notice of any proposed Fee changes.
  6. GST
    1. Words and expressions used in this clause which are defined in A New Tax System (Goods and Services Tax) Act 1999 (Cth) (GST Law) have the same meaning as in the GST Law.
    2. Unless otherwise expressly stated, all prices or other sums payable or consideration to be provided under this Contract are exclusive of GST.
    3. If GST is payable by a supplier on any supply made under this Contract, the recipient will (subject to receipt of a valid tax invoice) pay to the supplier an amount equal to the GST payable on the supply in addition to and at the same time that the consideration for the supply is to be provided under this Contract.
  7. INTELLECTUAL PROPERTY
    1. Ownership of Intellectual Property
      1. Dynamic Creative will be the sole and exclusive owner of all right, title and interest, including Intellectual Property rights, in:
        1. all Intellectual Property owned by it at the time this Contract commences;
        2. any amendments, improvements, developments, enhancements or adaptations to its Intellectual Property which are created or developed during the course of providing the Services; and
        3. all advertisements, documents, designs, software or other Intellectual Property which have been specifically created for the Client in providing the Services, (together, Dynamic Creative IP).
      2. To the extent that the Client has an interest in any Dynamic Creative IP at the time it is created, the Client will (at its own cost), enter into all necessary documentation to assign that interest to Dynamic Creative.
    2. Licence to Use Client Content and Client’s Intellectual Property
      The Client grants to Dynamic Creative an irrevocable, perpetual, non-exclusive, royalty-free licence throughout the world to use the Client Content and any other Intellectual Property belonging to the Client for the provision of the Services under this Contract and to the extent necessary to allow Dynamic Creative to use and exploit any Dynamic Creative IP and for no other purpose.
  8. CONFIDENTIALITY
    1. Each party will keep confidential the Confidential Information of the other party and will not disclose it to any third party or use the Confidential Information otherwise than
      1. for the purpose of this Contract;
      2. as authorised in writing by the other party; or
      3. in relation to Dynamic Creative, to any bona fide prospective purchaser of the shares in Dynamic Creative or the business conducted by Dynamic Creative, subject to that person being bound by similar obligations of confidentiality.
    2. On termination of this Contract, each party will:
      1. return to the other party; or
      2. destroy and warrant the destruction of (by way of statutory declaration if requested by the other party), all documents or copies of documents containing information which is at the date of termination Confidential Information of the other party.
  9. TERMINATION
    1. Either party may terminate this Contract without cause by giving the other party notice in writing of its intention so to do.
    2. A notice given in accordance with clause 9(a) will take effect at the end of the then-current period for which the Fee has been paid in advance. The parties will continue to be bound by the terms of this Contract prior to the effective date of termination.
  10. GENERAL
    1. Amendment
      This Contract may only be amended in writing signed by all the parties (including by exchange of electronic communications) and may not be amended in any other manner.
    2. Governing Law
      This Contract is governed by the law in force in South Australia. The parties submit to the non-exclusive jurisdiction of the courts of that State and the South Australian Registry of the Federal Court of Australia in respect of all proceedings arising in connection with this Contract.
    3. Assignment
      1. Dynamic Creative may assign or transfer any of its rights or obligations under this Contract without the prior consent of the Client.
      2. The Client may not assign or transfer any of its rights or obligations under this Contract without the prior written consent of Dynamic Creative, which is not to be unreasonably withheld but may be given subject to conditions.