All things digital
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TERMS & CONDITIONS OF DIGITAL MARKETING COACHING
Terms & Conditions of the provision of digital marketing coaching services by Them You & Me.
The purpose of these Terms & Conditions is to set forth the general terms and conditions of the provision of digital marketing coaching services by Them You & Me Pte. Ltd. (“Them You & Me”). By subscribing to these services, you agree to be bound by these Terms & Conditions.
Them You & Me provides various digital marketing strategy services.
“Addendum” means any addendum to these Terms & Conditions notified by Them You & Me to the Client, which is part of these Terms & Conditions.
“Affiliate” means in respect of either Party an entity either directly or indirectly Controlled by, Controlling or under common Control (as defined below) with such Party.
“Client” and “you” means any entity or person that subscribes to the Services, or any other commercial relationship with Them You & Me, in order to be provided with Services by Them You & Me.
“Commencement Date” means the date on which the Client subscribes to the Services, pays the Fees and accepts these Terms & Conditions.
“Confidential Information” shall include, without limitation, all Intellectual Property Rights, technology, know-how, processes, trade secrets, contracts, proprietary information, historical and projected financial information, operating data and organizational cost structures, strategic or management plans, customer information and customer lists, whether received before or after the date hereof. Confidential Information shall also include information of or relating to any parent, subsidiary or Affiliate of each Party.
“Control” means direct or indirect ownership of greater than 50% of the equity interest in an entity.
“Intellectual Property Rights” means patents, trademarks, service marks, trade names, design rights, copyrights, data base rights, know-how, formulas, methods, methodologies, architectural plans, concepts, ideas, digital boards, technical drawings, artworks, and any other intellectual property rights or equivalent forms of protection of whatever nature arising anywhere in the world, whether registered or unregistered and including applications for the grant of any such rights, and any other legal protection, such as, but not exclusively, the protection granted through unfair competition legislation.
“Party” or “Parties” refers to one or both parties to these Terms & Conditions.
“Project” means the project for which the Client subscribed to the Services.
“Services” means the digital marketing coaching services provided by Them You & Me to the Client which shall be divided in one or several Sessions. For the avoidance of doubts, the Services shall not include (i) the implementation of the digital marketing strategy resulting from the coaching session(s) nor (ii) any website design, content writing, graphic design etc.
“Session(s)” means a 60 minutes call to discuss the needs of the Client.
“Terms and Conditions” means these terms and conditions together with its Addendum(s).
“Them You & Me” means Them You & Me Pte. Ltd., a company incorporated under the laws of Singapore, having its registered office at 160 Robinson Road, #14-04 Singapore Business Federation Centre, Singapore 068914, and with registration number 201829339R.
“Them You & Me Intellectual Property” means any Intellectual Property Rights in relation with the Services which are owned by Them You & Me.
“Variation” means any amendment to the scope of the Services either by way of addition, alteration or variation.
“Website” means the website of Them You & Me accessible at the following web address: https://themyouandme.com
Conditions of Services
2.1 The Services shall start upon the payment of the Fees.
2.2 Unless otherwise stated, all periods provided for in these Terms & Conditions shall commence on the Commecement Date
2.3 The Services shall include coaching on, notably but not solely, digital marketing strategy, website, content, search engine optimization, social media, systems and processes.
2.4 The Variations may be subject to additional Fees equal to an amount calculated by Them You & Me which shall be pre-agreed with the Client.
2.5 The Client also acknowledges that Variations may extend the duration and completion of the Services and that such extension of the duration will be assessed and extended at the sole discretion of Them You & Me.
2.6 The Client acknowledges that the Sessions will expire after 3 months from the Commencement Date. Any unused Session after this term will be lost and will not be refunded.
3.1 Additional round of changes not included in the Services shall be charged to the Client by Them You & Me.
3.2 For the avoidance of doubts, the Services shall not include (i) the implementation of the digital marketing strategy resulting from the coaching session(s) nor (ii) any website design, content writing, graphic design etc.
3.3 Disbursements. Unless otherwise agreed between the Parties, the Client acknowledges and accepts that any third party involvement relating to the provision of the Services shall be chargeable in addition to the Fees provided that such involvement has been pre-agreed to by the Client.
4.1 In consideration of the performance of the Services provided by Them You & Me, the Client shall pay a fee in the conditions set forth below, equal to the following amounts, as applicable (the “Fees”):
• For two (2) Sessions: AUD 800;
• For five (5) Sessions: AUD 1,750; and
• For ten (10) Sessions: AUD 3,500.
4.2 Unless otherwise agreed between the Client and Them You & Me, the Fees shall be paid upfront, directly upon the Client subscription to the Services on the Website and shall not be refundable.
Obligations of the Client
5.1 The Client shall provide all documents and information necessary to Them You & Me to complete the Services. In particular, the Client must provide to Them You & Me all existing visuals, logos and/or ads of the brand(s), other brand guidelines, existing website design (including back-end access to the Client’s website(s)), along with any other content, documentation, information or material required by Them You & Me in order to provide the Services.
5.2 The Client must pay the Fees in the conditions set forth in these Terms & Conditions.
Term and Termination
6.1 These Terms & Conditions shall remain in force between the Parties until the end of the last Session of the Services that the Client has subscribed to.
6.2 In the event of any material breach of these Terms & Conditions by either Party (such Party, the “breaching Party”), the other Party (the “non-breaching Party”) may terminate the Services effective immediately after written notice thereof to the breaching Party (with reasonable specificity as to the nature of the breach or the condition causing such damage or harm, as the case may be, and including a statement as to such non-breaching Party’s intent to terminate).
6.3 In the event of termination of the Services by the Client for any reason whatsoever (except for material breach committed by Them You & Me), or by Them You & Me for a breach of these Terms & Conditions by the Client (including but not limited to a postponement caused by the Client of more than two (2) weeks from the request made by Them You & Me to the Client to resolve such postponement), the Fees shall not be refunded to the Client.
7.1 The Client acknowledges and accepts that all Them You & Me Intellectual Property and materials including but not limited to methodology, framework, concepts, ideas, designs, developed or provided within the framework of the Services shall remain the entire and exclusive property of Them You & Me and that they are protected by copyright and/or other intellectual property laws and/or unfair competition or misappropriation laws. Such content may only be used in accordance with these Terms & Conditions. Any unauthorized use is strictly prohibited.
7.2 Save as otherwise agreed between the Parties, the Client must not use the Them You & Me Intellectual Property nor the material described in clause 7.1 before and/or after the term of the Services nor for any other projects than the Project.
7.3 Should the Client wish to use any of Them You & Me Intellectual Property and/or materials other than for the strict purpose of the Project, the Client shall obtain prior written consent from Them You & Me to do so, which shall include (i) precise information regarding the Them You & Me Intellectual Property and/or materials that the Client wishes to use and (ii) the use(s) intended by the Client. The Parties shall negotiate in good faith a fair compensation for such use(s).
7.4 The Parties agree to make all the necessary arrangements to protect Them You & Me Intellectual Property, in accordance with these Terms & Conditions. Specifically, the Client will promptly disclose to Them You & Me any case actually known to the Client of any infraction of the provisions of these Terms & Conditions.
8.1 Each Party hereby represents and warrants to the other Party that it possesses the authorizations and the competences to carry out all of its obligations hereunder associated with the provision and use of Intellectual Property Rights.
8.2 These Terms & Conditions have been duly accepted by the Client and constitute a legal, valid and binding obligation of each Party, enforceable against the other Party in accordance with their provisions.
8.3 The Parties agree that the representations and responsibilities set forth in this clause 8 shall survive the termination of the Services.
Disclaimer of Responsibilities
9.1 Them You & Me shall not indemnify the Client, hold it harmless, or defend and protect it from and against any loss, damage, liability, judgment, claim, cost or expense (specifically including reasonable attorneys’ fees and other costs and expenses of investigation and defense), of any sort.
9.2 The Client bears all risks for any loss, damage, liability, judgment, claim, cost or expense resulting from damage of any sort to any person or entity, arising out of or in connection with Them You & Me’s performance, including the performance of any other party for whom Them You & Me is responsible.
Limitation of Liability
10.1 To the extent permitted under applicable law and subject to clause 10.5, Them You & Me shall not be liable to the Client or anyone else for contingencies beyond its reasonable control in providing the Services.
10.2 Them You & Me will do its reasonable commercial effort to provide the Services but cannot be held responsible for any involuntary errors or omissions, provided that it will deploy reasonable efforts to promptly notify the Client of any such errors or omissions of which it becomes aware.
10.3 To the extent permitted under applicable law, in no event will Them You & Me be liable to the Client or any third party for any conclusions derived from, any decision made, or any actions taken by the Client or anyone else based on the Services.
10.4 To the extent permitted under applicable law and subject to clause 10.5, Them You & Me, its agents and its licensors shall not be liable to the Client or anyone else for (i) any indirect, punitive or consequential loss or damage, or (ii) any loss of income, profits, goodwill, data, contracts, use of money, or loss or damage arising from or connected in any way to business interruption (in each case on an indirect basis), and in each case whether in tort (including without limitation negligence), contract or otherwise, even if advised of the possibility of such damages.
10.5 Nothing herein excludes or limits the liability of either Party or any of its Affiliates, agents (i) for fraud, (ii) for death or personal injury caused by its negligence, or (iii) which may not be excluded or limited under applicable law. The limits of each Party’s liability shall not apply in respect of (i) any liability arising as a result of its gross negligence or willful misconduct; (ii) a willful breach of the Intellectual Property Rights of either Party by the other Party or its Affiliates; and (iii) each Party’s obligations under clauses 11 (Indemnification) and 13 (Confidentiality).
10.6 Neither Party nor any of its Affiliates, agents and licensors shall be liable for damages resulting from ‘force majeure’, riot, acts of war, epidemics, natural disasters, or other events over which they have no control, (including, without limitation, strikes, lock-outs, traffic disruptions, orders by governmental authorities), or (provided that the relevant Party has implemented and maintained business continuity and disaster recovery systems in accordance with Good Industry Practice) as a consequence of technical problems, for which such Party is not at fault.
11.1 The Client will indemnify, defend and hold harmless Them You & Me, its Affiliates, officers, directors, employees, licensors and agents (together the “Them You & Me Indemnitees”) from and against any and all losses, liabilities, damages, costs (including reasonable attorneys’ and experts’ fees) as a result of any claim, action, or proceedings brought by any third party against any Them You & Me Indemnitees in relation to the Services.
11.2 The total aggregate liability (whether in tort (including without limitation negligence), contract or otherwise) of Them You & Me Indemnitees, arising out of or in connection with the Services, shall not exceed the applicable Fees.
13.1 Each Party shall treat as confidential and, except as otherwise provided herein, shall not disclose or transmit to any third party (i) the information provided during the course of provision of the Services and (ii) the content of the Services. All Services are submitted to a strict obligation of confidentiality. Moreover, each Party will make all arrangements to ensure the highest level of confidentiality with respect to the information provided by the other Party within the framework of the provision of the Services.
13.2 Except as expressly provided below, each Party agrees that all information, whether oral, written, via material support or electronic media or otherwise, to which such Party is given access or are made available to such Party by the other Party (including by the other Party’s agents and Representatives, defined below) in connection with the Services is referred to as “Confidential Information”.
13.3 Except as expressly provided herein, each Party agrees to hold all Confidential Information in confidence, that it will not disclose any Confidential Information to any person (including any entity), other than its directors, officers, auditors, advisors, services providers or employees (including contingent workers hired for staff augmentation purposes) who have a need to know such information in connection with the Services (collectively, “Representatives”), and that it and its Representatives will not use any such Confidential Information for purposes other than in connection with the Services and the Project. Each Party agrees to inform its Representatives of the confidential and valuable nature of the Confidential Information and of its obligations under these Terms & Conditions. Each Party shall be responsible and liable for any breach of the Terms & Conditions by its Representatives.
13.4 The strict obligation of confidentiality shall not apply to any confidential information which (i) was already rightfully known to the receiving Party prior to the time that it is disclosed to the receiving Party hereunder; (ii) is or has become publicly available through no breach of these Terms & Conditions or other wrongful act of the receiving Party; (iii) has been rightfully received from a third party not under any obligation of confidentiality to the disclosing Party and without breach of these Terms & Conditions; (iv) has been approved for release by written authorization of the disclosing Party; (v) is independently developed by one Party without using the Confidential Information of the other Party; or (vi) is required to be disclosed by a Party or its Representatives in connection with a deposition, interrogatory, request for documents, subpoena, civil investigative demand, request of regulatory agency or self-regulatory agency having or claiming jurisdiction over a party, or similar process, provided that the disclosing Party has been given reasonable notice of the pendency of such an order and the opportunity to contest it.
13.5 The Client acknowledges that Them You & Me may have to disclose some Confidential Information in order to provide the Services and only to the extent necessary.
13.6 The provisions of this clause 13 shall survive any termination of the Services.
14.1 From the Commencement Date until the end of the provision of the Services and for a period of one (1) year thereafter, each Party shall not and shall ensure that their affiliates shall not directly or indirectly solicit, deal with or conduct any direct or indirect business with any person who is or was employed or working in any capacity for the other Party without the prior written consent of the other Party.
14.2 If a Party or any of its affiliates is directly or indirectly contacted by any person employed or working in any capacity for the other Party for the purpose of conducting any direct or indirect business with it, such Party shall immediately inform the other Party.
15.1 Them You & Me reserves the right to amend these Terms & Conditions from time to time.
15.2 Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other Party’s prior written consent (not to be unreasonably withheld).
Invalidity / No Waiver
16.1 If any provision in these Terms & Conditions is invalid or unenforceable under the applicable law, the remaining provisions will continue in full force and effect.
16.2 The failure of either Party to insist upon strict compliance with any term or provision of these Terms & Conditions shall not be construed as a waiver with regard to any subsequent failure to comply with such term or provision.
Competent jurisdiction and applicable law
17.1 Each Party irrevocably agrees to submit to the jurisdiction of the courts of Singapore as regards any claim or matter arising under or in connection with these Terms & Conditions or their subject matter or formation (including non-contractual disputes and claims).
17.2 These Terms & Conditions and all disputes and claims arising out of or in connection with them or their formation (including non-contractual disputes and claims), shall be governed and construed in accordance with the laws of Singapore.
18.1 All notices and other communications under these Terms & Conditions shall be (i) in writing, (ii) by electronic mail, if to the Client, at the electronic mail address provided by the Client during its subscription to the Services on the Website and, if to Them You & Me, at the electronic mail address stated on the Website. A notice so served by electronic mail shall be deemed to have been given, at the time such communication is sent provided that no notification was received by the sender that the electronic mail was undeliverable, provided that in case where delivery by electronic mail occurs after 6.00 pm on a business day or on a day which is not a business day, a service of electronic mail shall be deemed to occur at 9.00 am on the next following business day.
18.2 The Parties hereto are independent contractors. Nothing herein shall be construed to place the Parties in the relationship of partners or joint venturers, and neither Party shall acquire any power, other than as specifically and expressly provided in these Terms & Conditions, to bind the other in any manner whatsoever with respect to third parties.
18.3 No breach, default or threatened breach of these Terms & Conditions by either Party shall relieve the other Party of its obligations or liabilities under these Terms & Conditions.