Use of the website of GRAVITATE Digital Pty Ltd, is governed by the following terms and conditions.
By using the Services or visiting this website, you are agreeing to each of these terms and conditions.
The website may consist of information, interactive courseware, opinions, text, graphics, animations, links, audio, video, software, photos, music, sounds, and other material and data provided by GRAVITATE Digital, third parties or other users formatted, organised, and collected in a variety of forms including, without limitation, courses, bulletin board postings, databases, and electronic mail services.
The website provides information of a general nature to members of the public, and advanced features for registered users such as commenting on material or engaging in online collaboration.
From time to time, GRAVITATE Digital may restrict access to some parts or to all of this website. GRAVITATE Digital will not be liable if for any reason some or any portion of this website is unavailable at any time or for any period.
The website may include third-party content subject to that party’s terms and conditions of use. Nothing on this website should be construed as granting any license or right for users to use that content.
The website includes links to third-party websites which are not related to GRAVITATE Digital and in relation to which GRAVITATE Digital has no control or interest. Links to third-party websites do not constitute any endorsement or approval of those websites or of the owners of those websites.
GRAVITATE Digital is not responsible for the accuracy of the information contained on other websites accessed by links from this website and makes no warranties that the information contained on this website or any links from this website are free of infection by computer viruses or other contamination.
Material appearing on this website is subject to copyright vested in GRAVITATE Digital or third parties. All content on this website is protected by Australian and International copyright and other intellectual property laws. Users may not do anything which interferes with or breaches those laws or the intellectual property rights in the content.
Users may download, display or print a copy of material from this website only for personal, non-commercial use, or use within their own organisation provided that:
(a) The website of GRAVITATE Digital is acknowledged as the source, including the reference https://www.gravitatedigital.com.au/;
(b) The material is not amended or modified in any way (including any copyright notice); and
(c) This permission is revocable at any time by GRAVITATE Digital.
All other use of the website content is not permitted without the copyright or trademark owner’s permission. GRAVITATE Digital asserts the right to be recognised as the author of the material and the right to have its material remain unaltered.
Apart from any use as permitted under the Copyright Act 1968 (Cth), all other rights are reserved.
Nothing displayed on the website should be construed as granting any licence or right to use, reproduce or adapt the GRAVITATE Digital logo without the express written permission of GRAVITATE Digital.
Requests and inquiries concerning reproduction and rights should be addressed to GRAVITATE DIGITAL, PO BOX 250 Cabarita Beach, NSW 2488.
The website may include third-party content subject to that third party’s terms and conditions of use. External website images, if any, accessible on this website are used with the permission of the authors of those websites and must not be reproduced without obtaining the permission of the author of those materials.
The copyright in material appearing on websites that are linked from this website vest in the author of that material, or the author’s licensee (subject to the operation of the Copyright Act 1968 (Cth)). Links to third-party websites do not constitute any endorsement or approval of those websites or the owner of those websites.
GRAVITATE Digital does not warrant the accuracy, reliability or completeness of the content on the website. The content is provided to users ‘as is’ and on an ‘as available’ basis and on the condition that users undertake all responsibility for assessing the accuracy of the content and rely on it at their own risk. All content on the website may be changed without notice.
GRAVITATE Digital will have no responsibility or liability in relation to any loss or damage that users incur, including damage to their software or hardware, arising from their use or access to this website.
GRAVITATE Digital does not warrant that functions contained in the website content, such as hyperlinks, will be uninterrupted or error-free, that defects will be corrected or the server that makes it available, are free of viruses, malicious computer code or bugs.
To the extent permitted by law, all other representations, conditions or warranties, whether based in statute, common law or otherwise are excluded. Liability of GRAVITATE Digital, for any breach of a term or condition implied by law is limited at GRAVITATE Digital’s discretion, to the supply of any service again or the payment for the cost of having any service supplied again.
Users indemnify GRAVITATE Digital against any action, claim, loss or expense it incurs which arises from their use of the website, including as a result of them submitting content to the website in any form.
GRAVITATE Digital does not guarantee, and accepts no legal responsibility whatsoever arising from or in connection to the accuracy, reliability, currency, correctness or completeness of any material contained on this website or on other websites by links from this website and makes no warranties that the information contained on this website or any links from this website are free of infection by computer viruses or other contamination.
These Terms and Conditions will be governed by and interpreted in accordance with the laws of New South Wales.
Users will not use this website for any purpose or in any way which is unlawful.
In relation to any dispute arising out of the use of this website the user and GRAVITATE Digital agree to irrevocably submit to the non-exclusive jurisdiction of the courts of New South Wales, Australia and courts competent to hear appeals from those courts.
The omission of GRAVITATE Digital to exercise any right under these Terms and Conditions will not constitute a waiver of such right unless formally waived in writing by GRAVITATE Digital.
The material on this website is provided for general information and educative purposes in summary form. The content does not constitute recommendations and should not be relied on as such.
While every care has been taken in the preparation of this material, GRAVITATE Digital cannot accept responsibility for any errors, including those caused by negligence, in the material.
GRAVITATE Digital makes no statements, representations or warranties about the accuracy or completeness of the information and users should not rely on it. Users are advised to make their own independent inquiries regarding the accuracy of any information provided on this website.
If any provision of these terms and conditions or the application of these terms and conditions are construed or held to be void, invalid or unenforceable by the order, decree or judgment of a court of competent jurisdiction, then the remaining provisions of this agreement will not be affected thereby but will remain in full force and effect.
1. If Client defaults on payment of any invoice when due, Client will communicate reasons and solutions to rectify this for both parties.
2. 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.
3. If payment is delayed, GRAVITATE Digital reserves the right to pause services until payment is received in full.
4. If an ad account or ad investment budget is paused or incurs a delayed start, the full management fee for that month(s) may be charged to hold the account.
5. Hourly fees for additional work beyond the current Services will be billed at GRAVITATE Digital’s standard rates under this Agreement and is 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.
6. ln the event that the entity invoiced by GRAVITATE Digital for the Services is unable to discharge its liabilities, then the entity’s Directors or Trustees agree to personally indemnify GRAVITATE Digital for any such liability.
7. Fees are subject to change at any time and any change will be communicated with you.
1. All pricing reflected is exclusive of GST and is in Australian Dollars.
2. Copy | Framework and in brand language to be provided by you in collaboration with our ad copywriting team.
3. Content | To be provided by you or form a separate scope of work with our drone, videography, graphic design and photography team.
4. Approvals | 1 first proof and final artwork round (as desired). 1 tick approve and comment approval options available.Reporting | 1 monthly report provided as well as the ability to provide fluid reporting access for daily or weekly performance checkups.
5. GRAVITATE Digital agrees to provide Client with Services as outlined in an Agreement and only where an agreement is provided either by email, telephone, or mail. GRAVITATE Digital will carry out work only for clients who are 18 years of age or above. An agreement is deemed to be a written or verbal agreement between GRAVITATE Digital and the client, this includes telephone and email agreements.
6. The Services and any material provided to GRAVITATE Digital 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.
7. Client agrees to cooperate with GRAVITATE Digital in all matters relating to the Services and 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, for the purposes of the provision of Services.
8. GRAVITATE Digital deploys only white-hat services and marketing strategies. No spam marketing or invasive marketing will be undertaken.For efficient workflow together, we require your reply within 48 hours of receiving communication from GRAVITATE Digital.
9. GRAVITATE Digital is not responsible for commenting to Client customers who reply on active ads, or for any spam/reported/negatively viewed or perceived ads or marketing, or for the comments or engagement responses of the audiences.
10. In relation to Ads Management:
10.1 GRAVITATE Digital is authorised by You to manage the ads accounts on behalf of You via the respective paid ads platforms detailed in this Agreement if applicable.
10.2GRAVITATE Digital is not responsible for disabled or restricted ads accounts. There are variables outside of ads management control that can affect an account health. GRAVITATE Digital takes pride in policy knowledge and will act with due diligence and with the client’s best interests in mind where possible.
10.3 Please be aware that changes in landing pages for ads may cause ads to no longer be effective. Please discuss any changes with GRAVITATE Digital.
11. In relation to Ads Management:
11.1 Ad learning phases. The nature of paid advertising relies on data feedback and learning from the results over time. Learning phases for new account management are a minimum of 3 months. This allows time for data to be collected and analysed and our optimisation techniques to be implemented. An account active for less than 3 months is volatile and may not be indicative of your accounts long term ads account performance, GRAVITATE Digital ads performance or the potential of performance marketing as a whole for your brand.
12. In relation to Meta Ads Management:
12.1 The Facebook pixel is an analytics tool that measures the effectiveness of ads advertising by understanding the actions people take on a website. If a pixel is not already set up on the website, GRAVITATE Digital will provide the main contact with information on how to install the pixel either internally if capable, or via the website developer where applicable.
12.2 To enhance the performance of Facebook ads, we strongly suggest that you manage and respond to all comments, direct messages and reviews on social media pages, posts and ads. GRAVITATE will not respond to comments or DMs.
13. In relation to Google Ads Management:
13.1 The Google Tag Manager allows Tags to be updated on a website or mobile app. If tags are not already set up on the website, GRAVITATE Digital will provide the main contact with information on how to do this either internally if capable, or via the website developer. GRAVITATE Digital will not install the tags on a client’s website.
14. GRAVITATE Digital will diligently work to mitigate ad account disablement issues, but the client acknowledges that GRAVITATE cannot be held liable or responsible for any ad account shutdown or blockage that may occur during setup or management.Various external factors, beyond the control of GRAVITATE, can lead to account disablement or restrictions. These factors can encompass the lifespan of the client's business, the prior health and setup of Instagram handles, Facebook pages, websites, ad accounts, including targeting, billing, framework, and ad health. Additionally, current or updated landing pages, product or service page quality, compliance with regulations, ad policies, industry restrictions, and local/international rules can contribute to disablement.Should an account be disabled, it is the client's responsibility to directly engage with the platform to rectify account health. This often entails complying with platform security measures, such as providing business verification documents, ID verification, and proof of account ownership, as required by the platform's master user.Should the client request GRAVITATE Digital's assistance in resolving a disabled account or during the month of management, the client acknowledges and agrees that the monthly management fee will apply. This fee will cover the necessary time spent by GRAVITATE Digital to liaise with the platform and assist in the resolution process.
15. In relation to Email Marketing Services:
15.1 The Client commits to full compliance with the Spam Act 2003 of Australia. It is your responsibility to ensure that all email marketing campaigns and strategies executed on your behalf will adhere strictly to the guidelines and regulations set forth by this act.
15.2 Opt-In Procedures:
15.2.1 Explicit Consent: It is the Client's responsibility to ensure that all recipients of email campaigns managed by GRAVITATE Digital must have given explicit consent to receive such messages.
15.2.3 Record Keeping: The Client will maintain records of all opt-ins to provide evidence of explicit consent when required.
15.3 Opt-Out Procedures:
15.3.1 Unsubscribe Mechanism: Every email sent as part of a campaigns will contain a clear and accessible mechanism for the recipient to unsubscribe from future communications.
15.3.2 Prompt Removal: It is the Client's responsibility to ensure that once a recipient chooses to opt-out or unsubscribe, their email address will be removed from the mailing list within a maximum of five business days, ensuring they receive no further commercial messages.Monitoring: The Client will regularly monitor and update mailing lists to ensure that all opt-out requests are honoured promptly.
15.4 Handling Complaints:
15.4.1 Receipt of Complaints: Any complaints related to email campaigns, whether they are about content or frequency, will be directed to the Client to respond to.
15.4.2 Response Time: All complaints will be acknowledged within three business days of receipt by the Client. A comprehensive investigation and response will be provided to the complainant within 15 business days.
15.4.3 Action and Rectification: Based on the nature of the complaint, appropriate action will be taken by the Client.
15.4.4 Record of Complaints: The Client will maintain a record of all complaints received, actions taken, and any changes implemented as a result.
15.5. List Management
15.5.1 Handling and Maintenance: The Client maintains to responsibly handle and maintain their email list. This includes storing the list in secure environments, implementing data protection measures, and ensuring that the integrity of the list.
15.5.2 Ethical and Legal Sourcing: All email addresses added to the Client's list, provided by the Client, must be obtained through legal and ethical means. Including ensuring explicit consent has been given by the individual associated with the email address, ensuring no email addresses are sourced from third-party vendors unless they can verify the ethical and legal procurement of said addresses and abstaining from practices like email scraping, purchasing bulk lists without consent verification, or any other method that might infringe upon individuals' privacy rights.
15.5.3 Transparency with Client: GRAVITATE Digital will provide, upon the client's request, detailed information regarding the sourcing of any email addresses added to the list during this engagement. This includes the methods of acquisition and any third-party involvement.
15.5.4 List Ownership: The client retains full ownership of their email list. At no point will GRAVITATE Digital claim ownership, nor will it use the list for purposes outside the scope of this agreement, share it with third parties, or use it post-engagement without the client's explicit consent.
15.5.5 Data Protection and Security: It is the Client's responsibility to employ industry-standard security measures to protect the email list from unauthorised access, data breaches, or any potential misuse.
1. GRAVITATE Digital expects client feedback on project milestones within a reasonable time.
2. If feedback is not received from a client then the assumption is made that the client is happy with work that GRAVITATE Digital has delivered and will be invoiced for the work accordingly.
3. Any further work will be negotiated on a time and material basis.
Applicable for Performance Marketing/Paid Ads Services:
1. Whilst we deploy many budget monitoring and capping procedures in our management, actual ad spend and budget may not align exactly. Spend may fluctuate 10-20% over or under each month. GRAVITATE Digital will not be liable to pay for ad spend above budget. While slight fluctuations may occur on target budget, our goal will always be to spend at budget, or aim slightly below budget as a precaution.
2. GRAVITATE Digital will endeavour to spend up to the confirmed Ad Investment Budget in the allocated time frame.
3. 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.
4. Unless authorised and made aware to GRAVITATE Digital beforehand in writing, no changes are to be made by the Client to any ads account managed by GRAVITATE Digital (e.g. creating ads, boosting posts, adding users, changing budget).
5. The initial monthly Ad Investment Budget will continue to be used each month unless otherwise communicated in writing, 3 business days in advance of a new management month.
6. Where actual Ad Investment is below the Initial Ad Investment Budget, GRAVITATE Digital fees remain the same.
7. Where Ad Investment Budget is more than the Initial Ad Investment Budget GRAVITATE Digital fees increase. Any increase will be invoiced in arrears.
8. 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.
1. Severance. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.
2. Variation. No variation of this agreement shall be effective unless it is in writing by GRAVITATE Digital (or their authorised representatives).
3. Publicity. Upon execution of this Agreement, GRAVITATE Digital shall be able to publicise or market any facet of the agreement set out herein for the purposes of marketing and publicity of GRAVITATE Digital, which shall include use of the Client’s logo and name in any relevant business media. GRAVITATE Digital will do this respectfully.
1. 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.
2. 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.
3. 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.
1. This Agreement will commence on the date specified in the Agreement and will continue until terminated in accordance with this Agreement.
2. GRAVITATE Digital can terminate this agreement at any time with written notice and without cause.
3. Client can terminate the contract by giving 30 days written notice to GRAVITATE Digital and all fees owing as per this Agreement are paid to GRAVITATE Digital, including any outstanding fees and cancellation period fees, unless otherwise agreed in writing by GRAVITATE Digital.
4. 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.
5. 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.
6. 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.
7. Termination will only be in effect when outstanding balances and invoices are paid in full.
8. 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.
9. If you do not respond to information requests in 30 days, GRAVITATE Digital reserves the right to cancel this agreement.
On termination of this Agreement for whatever reason:
1. GRAVITATE Digital shall immediately complete all outstanding Services 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.
2. 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.
3. 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.
1. GRAVITATE Digital may involve third-party contractors or outsourced service providers in providing various aspects of the Services and may subcontract any or all of its rights or obligations under this Agreement without the prior written consent of the Client.
2. 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.
3. At times, the Client’s information will be shared with GRAVITATE Digital subcontractors, associates and/or employees strictly to assist the Client where necessary.
4. Acceptance of our Services in conjunction with this Agreement indicates your acceptance of the use of outsourced services.
1. No one other than a party to this agreement shall have any right to enforce any of its terms.
2. Any Services that GRAVITATE Digital undertakes may be detrimentally affected if Client has:
2.1 Employed the services of another digital marketing agency in relation to the Services, or
2.2 Created any duplicate sites, duplicate content or pages, redirects or doorway pages, pixel data, or
2.3 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.
3. Client will make aware the skills and experience of its employees to ensure we carry out appropriately trained measures when collaborating.
4. GRAVITATE Digital is not liable for any occurrences in the Client Ads account or Client website before and after the term of this Agreement.
5. 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.
6. GRAVITATE Digital is not liable for any outcomes or results related to the use of copy or content.
7. All marketing liabilities are to remain with the Client. Paid ads accounts are accessible to the Client for perusal at all times.
8. 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.
9. Client is responsible for ensuring that their website is always active and accessible.
10. Client is responsible for being accessible and providing the necessary content, copy, and access to complete the Services to the best of GRAVITATE Digital’s ability.
11. 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.
12. GRAVITATE Digital is not responsible for the purchase, maintenance or renewal of Client domain names or website platform subscriptions.
13. As applicable for Website Development - Design Credit is appreciated. e.g. A link to GRAVITATE Digital may appear in either small type or by a small graphic at the bottom of Client’s website. The Client also agrees that a website developed for the Client may be presented in GRAVITATE Digital’s portfolio.
14. GRAVITATE Digital is a paperless organisation. Unless otherwise specified in the Agreement, 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 Services, such return cannot be guaranteed.
15. GRAVITATE Digital holds no responsibility for content or copy 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.
16. 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 ber billed at GRAVITATE Digital’s standard hourly rates.
17. Web Browsers - Client agrees that GRAVITATE Digital cannot guarantee correct functionality with all browser software across different operating systems. 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.
18. 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.
19. GRAVITATE Digital is not responsible for any disapproved or rejected ads.
20. Search Engines - GRAVITATE Digital does not guarantee any specific position in search engine results for Client websites.
21. 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.
22. Websites and ads or any content relating to the Services 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.
1. 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.
2. 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 or any other liability which cannot be limited or excluded by applicable law.
3. 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.
4. 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.
1. 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.
1. 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.
2. 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 Digital's unique frameworks, audiences, strategies or advertising techniques. 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 its IP.
3. GRAVITATE Digital has valuable intellectual property which it will use to provide the Services: 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 creative descriptions, design, documentation, and know-how, created by the GRAVITATE Digital.
4. 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.
5. 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.
6. 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.
7. It is the Clients responsibility to remove accounts and users at the conclusion of work together.
8. 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.
9. GRAVITATE Digital shall obtain releases, licenses, permits or other authorisation 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).
10. 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.
11. 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 Services.
1. Client acknowledges that the Services may describe information that may be deemed to be sensitive information by some consumers. It is the policy of GRAVITATE Digital to respect the request of consumers to remove their name, mailing address, e-mail address or telephone number from use in solicitation. Client’s agreement to comply with this policy is an integral condition to entering into this Agreement.
3. 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:
3.1 GRAVITATE Digital may disclose the other party's confidential information in respectful and in scope;
3.2 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; and
3.3 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.
1. 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.
2. GRAVITATE Digital agrees and warrants that it will:
a) 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.
b) Inform Client in writing, without undue delay, and no later than 72 hours after having become aware of a Personal Data Breach.
3. 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.
1. It is the Client’s responsibility to maintain records in respect of all expenditure which is reimbursable by the Client under this Agreement.
2. 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.
3. 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.
4. 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 GRAVITATE Digital’s business is kept in the strictest confidence and not used for any purpose other than the proper conduct of the audit.
1. 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.
2. 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.
3. GRAVITATE Digital is not liable for any or all third-party intellectual property used in connection with these Services.
4. 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.
5. 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 software.
6. 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.
1. 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.
2. How you as the client and us as the agency are going to use your custom audience data correctly - Facebook’s custom audiences feature enables you (our client) 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:
a) 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.
b) 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.
c) 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.
d) 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.
e) You instruct Facebook to use the Hashed Data for the matching process.
3. 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.
4. 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.
5. 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.
6. 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.”
7. 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.
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.
1. 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 New South Wales, Australia.
2. 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.
3. 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).
4. 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).
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 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 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.