GRAVITATE Digital Terms & Conditions
You should check this page regularly to take notice of any changes we may have made to the Terms, prior to any work with us.
Any email (including any attachments) from GRAVITATE Digital is intended for the named recipient only and may contain information that is confidential and subject to legal privilege. If you are not an Addressee, you must not distribute, copy or take any action in reliance on this email or any attachments to it. If you have received this email in error, please notify us immediately and delete the original e-mail, and attachment(s), if any. GRAVITATE Digital Pty Ltd does not accept liability for the actions taken based on the information in this message. It has been sent on the condition that the user assumes all risk of use and absolves the sender, GRAVITATE Digital Pty Ltd of all responsibility for any consequence of its use. All emails may be examined at the discretion of management, without prior notification to the sender or recipient. The security of information sent via email cannot be guaranteed therefore care should be taken in sending any information that may be sensitive or confidential in nature.
These Terms and Conditions are applicable to Agreements for GRAVITATE Digital Pty Ltd’s Services:
Ad Account / Platform: Ads accounts or platforms used to deliver our service are website platforms that allow the promotion of ads. These include but are not limited to; Facebook Ads Manager, Google Ads Manager.
Investment Budget: A budget for paid ad media spend set by You and communicated to GRAVITATE Digital to perform its Services in a timely manner.
Business Day: A day other than a Saturday, Sunday or public holiday in New South Wales, Australia.
Charges/Fees: The charges/fees payable by You for the supply of the Services by GRAVITATE Digital.
Client Intellectual Property: All Intellectual Property owned by You.
Data Protection Authorities: Any organisation authorised under the terms of EU Data Protection Law as a supervisory authority.
Data Protection Laws (amended and replaced from time to time): Means the EU General Data Protection Regulation 2016/679 and the e-Privacy Directive 2002/58/EC (as amended by Directive 2009/136/EC) and their national implementing legislations; the Swiss Federal Data Protection Act; the Monaco Data Protection Act; the UK Data Protection Act; and the Data Protection Acts of the European Economic Area countries. The Australian Privacy Act 1988; The Canadian Privacy Act and The Personal Information Protection and Electronic Documents Act (PIPEDA); The USA Privacy Act of 1974.
Deliverables: All work undertaken, products and materials developed by GRAVITATE Digital or its agents, subcontractors and personnel as part of or in relation to the Services. Deliverables are detailed in the Scope of Work.
Gravitate Digital or GRAVITATE: Gravitate Digital Pty Ltd. This includes GRAVITATE Digital subcontractors and employees.
Gravitate Digital Intellectual Property: All Intellectual Property owned by GRAVITATE Digital.
Gravitate Digital Materials: all materials, equipment and tools, drawings, specifications and data utilised by GRAVITATE Digital to provide the Deliverables.
Intellectual Property: All patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Performance Marketing: Performance Marketing is a comprehensive term that refers to online marketing and advertising using pay per click or paid strategies to achieve marketing outcomes. Performance Marketing initiatives carried out by GRAVITATE Digital are measurable and are paid for to achieve the results. Examples of Performance marketing include advertising using platforms including but not limited to Facebook/Instagram/Google/Youtube/Tiktok/Linkedin/Amazon ads platforms.
Personal Data: Means any information relating to an identified or identifiable natural person. An identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural, or social identity of that natural person.
Personal Data Breach: Means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, access to, or other unauthorised Processing of Personal Data transmitted, stored or otherwise Processed.
Processing: Means any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
Services: Deliverables to be provided to the Client pursuant to this Agreement as detailed in the Scope of Work.
Services Date: The dates on which GRAVITATE Digital is provide the Services as confirmed in the Engagement Letter.
You/you/Client: The brand, organisation, business, person and/or party and/or employee, owner, sole proprietor, partner, director, member, consultant, agent, founder, co-venturer, authorised representatives or otherwise, solely or jointly with others who has contracted directly with GRAVITATE Digital to receive the Services detailed in this Agreement, referred to in this Agreement as “You” or “Client”.
GRAVITATE Digital Services
GRAVITATE Digital agrees to provide Client with Services as outlined in this Agreement. GRAVITATE Digital will provide the Services with due care, skill, and diligence, and in a timely and professional manner. The Services and any material provided to the Client pursuant to the Services will not infringe any third party’s intellectual property rights; and it will comply with all applicable laws in respect of the subject matter of this Agreement, including without limitation, the Australian Privacy Act, 1988.Gravitate Digital is authorised by You to manage the ads accounts on behalf of You via the respective paid ads platforms detailed in the Scope of Work if applicable.
If Client defaults on payment of any invoice when due, Client will communicate reasons and solutions to rectify this for both parties. Payment delays over 1 month after the date of invoice will be due with a 10% per month interest on the original invoice until invoice and interest is paid in full.If an ad account or ad investment budget is paused or incurs a delayed start or ceases for 30 calendar days or more by You, the full management fee for that month(s) is charged to hold the account with GRAVITATE Digital.
Rebuilds of existing accounts, additional sales, product launches or marketing initiatives beyond the current Scope of Work incur a new scope of work or minimum hourly. Hourly fees for additional work above the agreed Scope of Work are dependent upon the level of detail, who is involved and the complexities of the work required. No work or charges will be initiated without first being agreed with You.
ln the event that the entity invoiced by GRAVITATE Digital for our Services is unable to discharge its liabilities to GRAVITATE Digital, then the entity’s Directors or Trustees agree to personally indemnify GRAVITATE Digital for any such liability.Fees are subject to change at any time and any change will be communicated with you.
Budget (Applicable for Performance Marketing/Paid Ads Services)
GRAVITATE Digital will endeavour to spend up to the confirmed Ad Investment Budget in the allocated time frame.Budget cap-out limits will be set where possible, to cap the ad spend. Budget caps may also be used as part of a strategy, turning off the account to conserve budget to spend later.
Unless authorised and made aware to GRAVITATE Digital beforehand in writing, no tampering by Client in the Ads account managed by GRAVITATE Digital. Tampering includes creating ads, boosting posts, increasing budget or any actions whatsoever within the ads account without prior written consent from GRAVITATE Digital.
If budget adjustments are required by the Client, this must be communicated to GRAVITATE Digital in writing, 3 business days in advance of a new management month. The existing monthly ad budget will continue to be used otherwise. The Ad Investment Budget may vary from month to month, as agreed in writing. Where actual Ad Investment is below the Initial Ad Investment Budget, GRAVITATE Digital fees remain the same. Where Ad Investment Budget is more than the Initial Ad Investment Budget GRAVITATE Digital fees increase. Any increase will be invoiced in arrears. If you wish to reduce your Ad Investment Budget, a decrease in budget during a month will not reduce the management fee for that month. The new management fee will be issued the following month.
Reporting & Communication
Ad hoc contact may come from GRAVITATE Digital where it's seen as useful to inform Client. Information contained in GRAVITATE Digital issued reports and communication is based on data produced by third party advertising platforms (E.g. Facebook). GRAVITATE Digital has not conducted an audit or review of the information collected from these platforms for accuracy or completeness. The extent of our Services will be limited exclusively for the purpose outlined in the Scope of Work. As a result, no audit or review will be performed and, accordingly, no assurance will be expressed. Our engagement cannot be relied upon to disclose irregularities including fraud, other illegal acts and errors that may exist. There is no assumption of responsibility for any reliance on any reports, consulting or advice prepared by us. The reports, advice or consultancy shall not be inferred or used for any purpose other than for which they are specifically prepared. Notices. Any notice or other communication given to a party under or in connection with this Agreement shall be in writing, addressed to that party at its registered office or preferred by email to firstname.lastname@example.org. A notice or other communication shall be deemed to have been received: if delivered personally, when left at the physical address referred to or if sent by receipted email, one Business Day after transmission. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
Term and Termination
This Agreement will commence on the date specified in the Agreement and will continue for the period specified in the Agreement.If the Client wishes to terminate the contract, all fees owing as per this Agreement are all due to the GRAVITATE Digital, including any outstanding fees and cancellation period fees, unless otherwise agreed in writing by GRAVITATE Digital.
Written notice must be issued to terminate any agreement with GRAVITATE Digital. A party may terminate this Agreement with immediate effect by giving written notice to the other party if:
- A party breaches any provision of this Agreement and fails to remedy the breach within twenty-one (21) business days after receiving written notice requiring it to do so;
- A party breaches a provision of this Agreement where that breach is not capable of remedy.
Each party must notify the other party immediately if that party ceases to carry on business or that party ceases to be able to pay its debts as they become due. Every step is to be taken to pay the outstanding fees before ceasing business. This is to be arranged between Client and its creditors, a receiver, a trustee in bankruptcy, a provisional liquidator, a liquidator, an administrator, or other like person of the whole or any part of that party’s assets, operations, or business, or where that party is a partnership, any step is taken to dissolve that partnership.
Each party must, immediately following the expiry or earlier termination of this Agreement, return to the other party or destroy (at the other party’s option) all confidential information; and other materials belonging to the other party; which is/are in the possession, custody, or control of the respective party.
Termination of the Agreement shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination.
Termination will only be in effect when outstanding balances and invoices are paid in full.Without prejudice to any other remedies, GRAVITATE Digital may at any time suspend or terminate the supply of Services to the Client and any of its other obligations under the terms of the Agreement being breached. GRAVITATE Digital will not be liable to the Client for any loss or damage the Client suffers because GRAVITATE Digital exercises its rights under this clause. GRAVITATE Digital can terminate this agreement at any time with written notice and without cause.
On termination of this Agreement for whatever reason:
- GRAVITATE Digital shall immediately complete all outstanding Deliverables and where applicable, the Client shall return all GRAVITATE Digital Materials.
- Until they have been delivered or returned, the Client shall be solely responsible for their safekeeping and will not use them for any purpose not connected with this Agreement.
GRAVITATE Digital shall, if so requested by the Client, provide all assistance reasonably required by the Client to facilitate the smooth transition of the Services to any replacement supplier appointed by it. The Client shall, without set off and notwithstanding any counterclaim or claimed (but not agreed) amount due from GRAVITATE Digital to the Client, pay all outstanding Charges to GRAVITATE Digital pursuant to the terms of a final invoice issued by GRAVITATE Digital to the Client. GRAVITATE Digital agrees to refund any fees that were paid in advance but not utilised. If there is a dispute, notification by one party to the other of a dispute must be in writing. If the negotiations are unsuccessful, then the parties may progress the matter to mediation and in the absence of a resolution, ultimately escalate the dispute to litigation.
Employees, Subcontractors & other outsourced third party services
GRAVITATE Digital may involve third party contractors or outsourced service providers in providing various aspects of the Services. GRAVITATE Digital may subcontract any or all of its rights or obligations under this Agreement without the prior written consent of the Client. GRAVITATE Digital shall remain responsible for all acts and omissions of its subcontractors as if they were its own. Any such subcontractors or employees are referred to as GRAVITATE Digital.
GRAVITATE Digital may from time to time employ or associate with itself such person or persons as GRAVITATE Digital may believe to be experts and/or particularly fitted to assist in the performance of this Agreement; provided, however, that the compensation of such person or persons shall be paid by GRAVITATE Digital. At times, the Client’s information will be shared with GRAVITATE Digital subcontractors, associates and/or employees strictly to assist the Client where necessary. Acceptance of our Services in conjunction with this Agreement indicates your acceptance of the use of outsourced services.
Relationship of parties
No one other than a party to this agreement shall have any right to enforce any of its terms.Any Services that GRAVITATE Digital undertakes may be detrimentally affected if Client has:
- Employed the services of another digital optimisation company or any other related company to working in the digital space during the same period, or
- Employed the services of a search engine submission company during the same period, or
- Created any duplicate sites, duplicate content or pages, redirects or doorway pages, pixel data, or
- Requested or exchanged links with link farms or undertaken any spamming techniques which may harm the website or GRAVITATE Digital’s relationship with Facebook and Google advertising.
GRAVITATE Digital deploys only white-hat services and marketing strategies. No spam marketing or invasive marketing will be undertaken. GRAVITATE Digital is not responsible for commenting to Client customers who reply on active ads, nor is GRAVITATE Digital responsible for any spam/reported/negatively viewed or perceived ads. GRAVITATE Digital is not responsible for the comments or engagement responses of the audiences.
Client will make aware the skills and experience of its employees to ensure we carry out appropriately trained measures when collaborating.
GRAVITATE Digital is not liable for any occurrences in the Client Ads account or Client website before and after the term of this Agreement. Neither party is nor shall be a partner, joint-venturer, agent or representative of the other party solely by virtue of this Agreement. Neither party has the right, power or authority to enter into any contract or incur any obligation, debt or liability on behalf of the other party. Delivering Services is dependent on the Client providing GRAVITATE Digital with appropriate information and assets (Eg. content and copy) in a timely manner. Any changes to client information or assets (including copy and content) by GRAVITATE Digital will be communicated to the Client. GRAVITATE Digital is not liable for any outcomes or results related to the use of copy or content.All marketing liabilities are to remain with the Client. Paid ads accounts are accessible to the Client for perusal at all times for analysis and accuracy.
Client provides permission to GRAVITATE Digital to communicate directly with any and all necessary staff including third party contacts in relation to the execution of the Services. Client is responsible for ensuring that their website is always active and accessible.
Client is responsible for being accessible and providing the necessary content, copy and access to complete this Agreement to the best of GRAVITATE Digital’s ability.Client is responsible for the accuracy, completeness and propriety of information concerning your products and services furnished to GRAVITATE Digital verbally or in writing in connection with the performance of this Agreement.
Domains and Website Platforms - GRAVITATE Digital is not responsible for the purchase, maintenance or renewal of Client domain names or website platform subscriptions. The loss, cancellation or otherwise of the domain and/ or website brought about by non or late payment is not the responsibility of GRAVITATE Digital. Design Credit - A link to GRAVITATE Digital will appear in either small type or by a small graphic at the bottom of Client’s website where GRAVITATE Digital has designed and/or built the website as part of the Services. The Client also agrees that a website developed for the Client may be presented in GRAVITATE Digital’s portfolio.
Standard Media Delivery - Unless otherwise specified in the Scope of Work, any text will be provided by the Client in electronic format (via e-mail, Dropbox or Google Drive) and that all photographs and other graphics will be provided electronically in .gif, .jpeg, .png or .tiff format. Although every reasonable attempt shall be made by GRAVITATE Digital to return to the Client any images or printed material provided for use in creation of the Client’s Scope of Work, such return cannot be guaranteed.
GRAVITATE Digital holds no responsibility for content or copyright that is copyright or another's intellectual property. This responsibility exists with the client to ensure that they own or have approval to use any/all content and copywriting. Any adjustments or changes to content or copy after creation will be billed at an hourly rate.
Content and copy that is rejected from advertising platforms or an account that is disabled from a platform is not the responsibility of GRAVITATE Digital to reinstate. Assistance in reinstating disabled accounts will form a separate scope of work and/or billed at an hourly rate.
Web Browsers - Client agrees that GRAVITATE Digital cannot guarantee correct functionality with all browser software across different operating systems. GRAVITATE Digital cannot accept responsibility for web pages, ads and content created as part of the applicable Scope of Work which do not display acceptably in new versions of browsers released after the Services have been performed. As such, GRAVITATE Digital reserves the right to quote for any work involved in changing the website design, content creation etc for it to work with updated browser software.
Post-Placement Alterations - GRAVITATE Digital cannot accept responsibility for any alterations caused by a third party occurring to the Client’s website once installed. Such alterations include, but are not limited to additions, modifications or deletions.Search Engines - GRAVITATE Digital does not guarantee any specific position in search engine results for Client websites. GRAVITATE Digital will perform basic search engine optimisation according to current best practice if included in the Scope of Work.Backups - Client is responsible for maintaining their own backups with respect to the Client’s website and GRAVITATE Digital will not be liable for restoring any client data or client websites except to the extent that such data loss arises out of a negligent act or omission by us.
Websites and ads or any content relating to the Scope of Work cannot be used to disseminate, communicate, store or transmit:
- content sexually-explicit in nature;
- Information that contains virus', worms or malicious elements;
- Copyright infringing data;Trade secret protected data;
- Data that infringes on any intellectual property, publicity rights or privacy rights;
- Is defamatory, harassing or threatening;
- Relates to illegal business operations or schemes;
- Contains deliberately misleading, incomplete or deceptive content; or
- Is deemed inappropriate by GRAVITATE Digital.
The Client shall:
Cooperate with the GRAVITATE Digital in all matters relating to the Services.
Provide such access to the Client's premises and data and such office accommodation and other facilities as may reasonably be requested by GRAVITATE Digital and as necessary, agreed with GRAVITATE Digital in advance, for the purposes of the provision of Services.
Provide such information as GRAVITATE Digital may reasonably request and consider necessary, in order to carry out the Services in a timely manner.
Limitation of Liability
GRAVITATE Digital shall have no liability under or in any way related to this Agreement for any Client or Client customer injuries, claims, demands, actions, rights of actions, costs, expenses or damages, loss, loss of profit or revenue or for any consequential, indirect, incidental, special or exemplary damages, even if GRAVITATE Digital is aware of the possibility of such loss or damages throughout the term and beyond the scope of this Agreement.
Nothing in this Agreement shall limit or exclude the Client's or GRAVITATE Digital’s liability for:Death or personal injury caused by its negligence, or the negligence of its personnel, agents or subcontractors.Fraud or fraudulent misrepresentation.
Any other liability which cannot be limited or excluded by applicable law.If legal action is taken, the Client will bear the costs of defence including legal fees and shall pay the amount of any judgement or settlement.
Client is responsible for complying with all relevant laws relating to services, marketing and eCommerce; and to the full extent permitted by law will hold harmless, protect, and defend and indemnify GRAVITATE Digital and its subcontractors from any claim, penalty, tax, tariff loss or damage arising from use of Internet electronic commerce.
Warranties, Indemnification & Disclaimers
GRAVITATE Digital hereby represents and warrants that it has
- Qualified personnel, appropriate facilities and adequate resources in order to discharge the Services in a timely and efficient manner;
- The necessary experience required to perform the Services in a competent and professional manner.
Except as otherwise stated in this section, the Services are provided “as is” without warranty of any kind, either express or implied, including without limitation any warranties of merchantability or fitness for a particular purpose. GRAVITATE Digital neither assures nor assumes any liability to any person or entity for the proper performance of Services. GRAVITATE Digital does not represent or warrant that the Service is complete or free from error, and does not assume, and expressly disclaims, any liability to any person or entity for loss or damage caused by errors or omissions in the Service, whether such errors or omissions result from negligence, accident, or other cause.
Intellectual Property (IP)
GRAVITATE Digital has valuable intellectual property which it will use to provide the Services to the Client. Copyright and other intellectual property rights in any recommendation, marketing platforms (Eg. Facebook ads, Google ads), emails and other text communications, action plans, or other documents (print and electronic), including but not limited to keywords, creative descriptions, design, documentation, and know-how, created by the GRAVITATE Digital for the purpose of providing the Services is at the discretion of GRAVITATE Digital to remove at any time, for any reason. The IP instilled as part of GRAVITATE Digital service is intended only for the recipient and must not be shared with other parties under any circumstances unless otherwise agreed upon by GRAVITATE Digital in writing. It is up to the discretion of GRAVITATE Digital to remove any IP from any website, platform or correspondence as it deems necessary to safeguard it’s IP. IP breaches are issued if audience information, ad framework setup and strategies, tagging strategies or any IP created in the Client account is shared with other businesses (Eg. Digital Marketing Agency).
GRAVITATE Digital acknowledges that the Client may contribute its own intellectual property to assist GRAVITATE Digital with the provision of the Services. Client Intellectual Property includes, without limitation, keywords, creative descriptions, or other company wide intellectual property. All Client Intellectual Property contributed by the Client shall remain the property of the Client. To the extent that GRAVITATE Digital requires use of the Client Intellectual Property in providing the Services, the Client grants GRAVITATE Digital a limited, royalty-free license to use the Client's Intellectual Property for the term of this Agreement, to the extent necessary to provide quality Services.Any Ad Accounts created or maintained by GRAVITATE Digital for the purposes of providing Services to the Client shall be the property of the Client, and the Client shall have unfettered access to such accounts, both during the term of the Agreement and after its termination or expiry. IP within an ads account can be removed by GRAVITATE Digital at any time, at its sole discretion; if it deems that this IP is redundant or that of GRAVITATE Digitals unique frameworks, audiences, strategies or advertising techniques.The Proprietary Information is and shall remain the sole and exclusive property of GRAVITATE Digital. Client shall have only the limited rights with respect to the Proprietary Information expressly granted in this Agreement, and all rights not expressly granted by Gravitate Digital are reserved. Client agrees that only GRAVITATE Digital shall have the right to alter, maintain, enhance or otherwise modify the Proprietary Information. Client shall not disassemble, decompile, manipulate or reverse engineer the Proprietary Information and shall take all necessary steps to prevent such disassembly, decompiling, manipulation or reverse engineering of the Proprietary Information. Under no circumstances shall Client sell, service, publish, display, copy, distribute, or otherwise make available the Proprietary Information in any form or by any means, except as expressly permitted by this Agreement, including without limitation the transfer to a third party or, if not expressly prohibited by this Agreement, as allowed under the fair use provision of Australian law. Client will take all reasonable steps, in accordance with the best industry practices, to protect the security of the Proprietary Information and to prevent unauthorised use or disclosure. Client is responsible for all access to and use of the Proprietary Information by Client’s employees or agents or by means of Client’s equipment or Client’s usernames and passwords, whether or not Client has knowledge of or authorises such access or use.It is the Clients responsibility to remove accounts and users at the conclusion of work together.Client guarantees that all elements of text, images, or other artwork provided to GRAVITATE Digital are either owned by Client or that the Client has permission to use them and any recognition required is communicated to GRAVITATE Digital by the Client. GRAVITATE Digital shall obtain releases, licenses, permits or other authorization to use testimonials, copyrighted materials, photographs, art work or any other property or rights belonging to third parties obtained by GRAVITATE Digital directly for use in performing Services (if applicable).When Client final payment for the Services has cleared, copyright will be automatically assigned as follows: Client will own the visual elements that GRAVITATE Digital creates for the Services. GRAVITATE Digital gives you source files and finished files (if applicable), GRAVITATE Digital is not required to keep a copy. Client owns all elements of text, images and data Client provided, unless someone else owns them. Client must indemnify GRAVITATE Digital and hold GRAVITATE Digital harmless from any claims or legal actions related to the content of Client website or ads in relation to the Scope of Work. If GRAVITATE Digital uses stock imagery on Client website or ads, Client does not own these images, ownership is retained by the image rights owner. Such images can therefore not be used or re-used for any other purpose and can only be used as they were placed onto your website or ads by us applicable to the Scope of Work. Any editing of the dimensions in which they appear may contravene their usage rights. Do not copy the images and use them in other promotional materials. GRAVITATE Digital software codes (not including open source software) are copyrights of GRAVITATE Digital. The codes can be handed over at an additional cost for use once all previous invoices are settled, on the condition that the codes are used only for use or modification for re-use for further development for the specified client or subsequent owners of that legal entity. Under no circumstance, the codes will be allowed to be used for re-selling or duplication purposes.
Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, processes, clients or suppliers of the other party, except as permitted below:
GRAVITATE Digital may disclose the other party's confidential information in respectful and in scope:
- To its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under this Agreement;
Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority. Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under this Agreement.
Compliance with International Data Protection Laws is the responsibility of the Client. You represent and warrant that you will comply with applicable Data Protection Laws when Processing Personal Data in the context of the Services. GRAVITATE Digital agrees and warrants that it will:
- Take steps to ensure that any person acting under its authority who has access to Personal Data is only granted access to Personal Data on a need-to-know basis, is subject to a duly enforceable contractual or statutory confidentiality obligation, and only Processes Personal Data in accordance with Client’s instructions.
- Inform Client in writing, without undue delay, and no later than 72 hours after having become aware of a Personal Data Breach. GRAVITATE Digital uses cloud computing systems such as Google Drive and Zoom communication.
These cloud computing systems may store files on remote servers operated by third parties including, but not limited to the use of hosting providers in the United States of America. By agreeing to this engagement you acknowledge and agree that your personal information and business information may be stored overseas.
Liability Towards Data Subject
The client agrees that they will be held liable for violations of any breach of Data Protection Law towards Data Subjects in relation to the Services.
Third Party Audit
It is the Client’s responsibility to maintain records in respect of all expenditure which is reimbursable by the Client under this Agreement. GRAVITATE Digital will allow the Client by its own personnel or by a suitably qualified independent auditor access to all the Client specific records during the time in which the GRAVITATE Digital is employed. Any such access shall be on not less than 14 days’ written notice to GRAVITATE Digital at any time during normal business hours for the purposes of auditing or otherwise inspecting the records provided that in the absence of exceptional circumstances, Gravitate Digital shall not be obliged to allow such access or inspection more than once during any 12-month period. No audit without written consent is allowed. No access to the ads account is authorized by anyone other than the Client and GRAVITATE Digital. No changes to the Ads account can be made by any party other than GRAVITATE Digital during the terms set out in this Agreement. GRAVITATE Digital will afford the Client all reasonable assistance in the carrying out of such an audit. The Client and its auditor will ensure that any information obtained in the course of the audit concerning the GRAVITATE Digital’s business is kept in the strictest confidence and not used for any purpose other than the proper conduct of the audit.
Third Party Intellectual Property Rights
The execution and delivery of this Agreement and future evolutions of this Agreement will not result in the breach of, or create on behalf of any other party the right to terminate or modify, (i) any license, sublicense or other agreement relating to any Intellectual Property or (ii) any license, sublicense and other agreement relating to Third Party Intellectual Property. The Client will identify to GRAVITATE Digital each material license or material agreement pursuant to which the Client have licensed, distributed or otherwise been granted any rights to any Third Party Intellectual Property. GRAVITATE Digital is not liable for any or all third party intellectual property used in connection with these Services.
Except as otherwise stated in a Scope of Work, Client shall have sole responsibility for obtaining any Intellectual Property Rights of third parties necessary to enable the parties to deliver the Services or otherwise perform their obligations hereunder. The party required to obtain the Intellectual Property Rights shall indemnify, defend and hold harmless GRAVITATE Digital (as well as any others acting by or under authority of the other party) for any loss, liability, damage, or expense (including court costs and attorney fees) arising out of a claim of infringement of such Intellectual Property Rights arising in connection with the Client or by virtue of the performance of GRAVITATE Digital’s obligations hereunder with respect thereto.Although GRAVITATE Digital does its best in recognising the suitability of 3rd party components such as Third Party Payment Gateways or SSL certificates, any unforeseen limitations of 3rd party components are beyond our control. GRAVITATE Digital takes no responsibility for any open source products such as WordPress, Open Source carts, Shopify etc. It is the Client's responsibility to update all components and third party softwares. GRAVITATE Digital offers packages in coordination with third party providers. Changes to the third party provider’s rules and policies may ultimately affect the services we provide.
Governing Law and Jurisdication
This Agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, the law of Australia.Force majeure. Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. If the period of delay or non-performance continues for 30 days, the party not affected may terminate this Agreement by giving 10 Business Days’ written notice to the affected party. GRAVITATE Digital must have all unissued and issued invoices pertaining to this Agreement paid in full to implement a Force Majeure clause.Safe Working Environment. GRAVITATE Digital reserves the right to discontinue service in the event that an unsafe condition arises (Eg. Office location affected by severe storms or GRAVITATE Digital staff are affected by a communicable disease or injury).Each party irrevocably agrees that the courts of Australia shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).Please note GRAVITATE Digital has the right to change and update these terms and conditions at any time, with immediate and retrospective effect. Any changes supersedes previous versions. The most updated version can be found here.
Fees & Payments
All payments are made by wire to the aforementioned invoice BSB and account, or through our third-party merchant provider Stripe.com. Recurring payments are made on the same day of each month (or the next closest business day) as your original agreement. For PCI-DSS compliance and terms and conditions of Stripe.com’s services, please visit their website.If for any reason a recurring payment should not be deducted due to issues on your end, we will aim to contact you immediately to rectify this error. If no contact is made, we will try and charge your card again two further times over the following three day period. If we are still unsuccessful in charging your nominated card, all services will be terminated and we may seek damages for loss of business and any outstanding debt.
Real estate advertising
Our real estate agency package states that we will offer dynamic retargeting based off your listing feeds and CRM. We can only do this in the event that you can provide a feed from your CRM similar to a feed that gets sent to Domain or REA Group. Failure to provide this feed will not be grounds for a lesser dollar value on the package. All listings and open house times will be accurate at the time of our advertising going live. We hold no responsibility for time or date changes where sufficient notice is not given.
As an agency, we agree not to share your sensitive data with any third party. Your databases, website data and confidential client data is secure.We do retain the right to all intellectual property created on your own website or Facebook account unless otherwise stated and recorded in writing by a representative of GRAVITATE Digital. The use of the creatives and wording that we use is given to you under license. How you as the customer and us as the agency are going to use your custom audience data correctly.Facebook’s custom audiences feature enables you (our customer) 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: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 audiencesThese 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.
July 30th, 2021