Each party acknowledges having read and agreeing to these terms and conditions from the time you check the box to purchase any of our Notice & Co packages on our website. As these terms and conditions form our agreement with you and are binding on you, please read them carefully.
Who we are
Notice & Co build marketing automations to help your business to grow. With our expertise and skills, Notice & Co aim to take away all the confusion surrounding effective ActiveCampaigns for your business success. We are passionate about using ActiveCampaign to assist us achieve your business growth through marketing. This agreement sets out our working relationship with you and again – we encourage you to read it carefully.
Notice & Co Pty Ltd, ABN 85 648 898 551, of New South Wales, Australia, (referred to as in this agreement – we, us, ours, Notice & Co)
found at https://www.noticeandco.com/
Email: hello@noticeandco.com | Phone: (+61) 0411 428 205
Terms and conditions
1. Term of the agreement
1.1 This agreement will start on the day of purchase (start date) and continue for the duration of the package that you have selected.
1.2 If you would like to engage us after the term of this agreement has been completed, we will provide you with a new Proposal and we will form a new agreement at that time.
1.3 Unless you have expressly engaged us a retainer client, we have no ongoing agreement with you.
2. What do we do
2.1 By this agreement, Notice & Co agrees to supply our services of marketing automation using ActiveCampaign for your business.
2.2 We will first discuss your business and the solution you are seeking using a Discovery Call. This call is to determine if your business is a good fit with what we can offer you.
2.3 The next step is to send you a Proposal with a package offer that we believe is most suited to your business, based upon the discussion during the Discovery Call. Please read our Proposal carefully and contact us if you have any questions before you proceed.
2.4 The Proposal will offer you one of the following packages:
(a) ActiveCampaign Starter Course – guides you through the essentials
for marketing automation success, and includes 10 x 5-minute modules to help you set up your campaign
(b) Audit Me Packages – identify weaknesses in your account’s set up with recommendations for improvement
(c) Get Started Package – we can set up your account and have it ready to go with your existing customer data in a timely manner that suits your business
(d) Automate & Nurture Package – creates a series of high performing funnels so you can see an improvement in open and Click Through Rates (CTRs), conversion rates and Return On your Investment (ROI)
(e) Custom Package – if your situation is unique and does not fit into our existing offers, we can create a custom package for you
2.5 We may add or remove packages from time to time and will provide updates on our website and or via email if we do so.
2.6 All of our packages include the following:
(a) 1 x 45 minute kick-off call with us
(b) 1 x 45 minute wrap up call with us
(c) 45-day warranty
(d) 1 x round of revisions for Content Strategy and Customer Journey Mapping documents
(e) 2 x rounds of email copy revisions
(f) 1 x round of revisions for email template design
All work outside this scope will be charged at an hourly rate of $170 +GST per hour and will be billed monthly via Thrivecart.
2.7 Once you have agreed to a package outlined in our Proposal, we will find out further information during a Kickoff Call. The Kickoff Call enables us to find out more about your business, current Customer Relationship Management (CRM) systems, and any marketing automation functionality you may already have. During this call we seek to identify the areas that require changes to improve your business marketing results. We will also determine which ActiveCampaign plan will fit your business, based upon what you have told us.
2.8 After the Kickoff Call, we will get started working on your account and provide you with ongoing support to assist you obtain results from your ActiveCampaign account.
2.9 Once you have agreed to a package, there are no cancellations because we are making a significant investment in setting up an ActiveCampaign account on your behalf.
2.10 If more than forty-five (45) days have passed since we have completed your work, or we have already sent you a notification that your work is completed (That’s a wrap!), and you contact us for additional work or you would like to modify your marketing campaign, this will be classed as new work and we will provide you a Proposal or quotation before we commence.
3. Changes to your services
3.1 All changes must be included in one communication. Please carefully consider what you would like to change before communicating with us. Each additional communication will be treated as a separate request and attract additional fees.
4. Roles and Responsibilities
4.1 You agree to work closely with us, provide answers to our questions and to implement our recommendations to achieve the results you are seeking, and you understand that the final outcome may be different to what you expected if you cannot implement them.
4.2 You may contact us at any time via our contact details, but please be aware that you may not receive a response until business hours. Our business hours are set out on our website and are Monday to Friday, 8:30am – 5:30pm Sydney time (AEDT), not including Public Holidays.
4.3 You may contact us at any time via our contact details, but please be aware that you may not receive a response until business hours. Our business hours are set out on our website and are Monday to Friday, 8:30am – 5:30pm Sydney time (AEDT), not including Public Holidays.
4.4 You will ensure all our invoices are paid in full within the invoice terms.
4.5 You will be responsible for any changes or the results of any changes you make to ActiveCampaign without seeking our feedback first. If you need us to reinstate work already completed as a result of changes made by you or one of your team, additional fees will apply.
4.6 We will ensure every effort is made to achieve the results you are seeking, however please be patient as results may not be immediately available. Results take time to generate and there may be factors outside of our control that are affecting it.
4.7 Each party:
(a) must do or cause to be done all acts or things necessary to give effect to this agreement, including the signing of further documents if required;
(b) will diligently observe and perform its obligations under this agreement.
5. Payment
5.1 You agree to pay the full purchase price of the package that we have outlined to you in our Proposal. You may make payment upfront in full, or in split payments through Thrivecart.
5.2 We use Thrive Cart for processing your payments. You must enter your details into Thrive Cart for our services before we proceed.
5.3 Unless expressly stated otherwise, all prices or other sums payable or any other consideration provided or to be provided under or in connection with this agreement include GST.
5.4 If you require work to be completed urgently, we will assess our current capacity and may charge you an additional fee to complete the work quickly. Please contact us about this fee if your work is urgently required.
6. Refunds
6.1 Notice & Co will only provide a refund in accordance with our Consumer Guarantee obligations under the Australian Consumer Law (ACL) and if there is a dispute about a refund, you must first put your request in writing and submit it to our contact details listed above.
7. Force Majeure
7.1 If a party becomes completely or significantly unable to carry out its duties or obligations under this agreement as a result of Force Majeure:
(a) the affected party must give written notice to the other party with details of the Force Majeure and the likely extent that party will be delayed or unable to perform its obligations;
(b) provided notice is given, the affected obligations will be suspended while the Force Majeure remains in effect; and
(c) the parties will use all reasonable efforts to overcome the effects of the Force Majeure as soon as possible.
7.2 The estimated time for completion will be extended by the period of delay caused by the Force Majeure.
8. Representations and Warranties
8.1 At the time of entering into this agreement, each party warrants that it:
(a) has correctly identified its legal name and address and any other relevant contact details;
(b) has made no false representations or material omissions, in relation to this agreement;
(c) has not been induced to enter into this agreement as a result of any representation, statement or warranty of the other party, other than those expressly set out in this agreement;
(d) it has the power and authority to enter into and perform its obligations under this agreement; and
(e) In entering into this agreement, each party relies upon the warranties, representations and obligations of the other party.
9. Abandonment
9.1 If after repeated attempts to begin, continue or finalise the delivery of our services, you fail to participate or provide required materials in a timely manner, or become unresponsive to our emails or phone calls for a period of fourteen (14) business days without explanation (abandonment), the services will be placed in abeyance or cancelled at our discretion.
9.2 If the services are cancelled or placed in abeyance, we are not under any obligation to continue to provide any services.
9.3 If you ask us to restart the work, you agree we may charge a reactivation fee to reactivate the services. This amount is calculated based on a genuine estimate of our hourly rate times the estimated amount of time required to provide you with our services.
10. Intellectual Property
10.1 Intellectual property rights means all intellectual property rights whether now existing or created after the start date, including copyright and related rights, registered and unregistered trade and service marks, business and domain names, all rights in relation to inventions (including patents and patent applications), designs, coding, confidential information, manuals, trade secrets, know how, research data, formulae, discoveries and any other intangible proprietary rights whether registered or not, arising from intellectual activity related in any way to products or services.
10.2 What intellectual property rights belong to us:
(a) all intellectual property rights in our tools used to complete the services, including marketing material, videos and tools, templates, presentations, source code, supporting documentation, third-party applications, software, stock images, strategies, or generally any item or service not provided by you, remain our exclusive property.
(b) nothing in this agreement can be construed to confer on you any rights or ownership to our tools. Other than stated below, we do not grant you any other right or license to use our intellectual property.
10.3 License: For materials produced exclusively for you pursuant to this agreement, and provided all fees are paid up-to-date, we grant to you a non-exclusive, revocable, limited license to use the marketing tools and materials we supply:
(a) for their intended use; and
(b) within your business only.
10.4 What does this mean? It means you may only use our intellectual property, pursuant to this agreement. When we cease providing our services, you may only use the materials we have provided for the original purpose for which they were provided and cannot resell or share them with others. Our intellectual property is a valuable asset of our business and we take steps to protect it.
10.5 You may not share our copyright material with any other person.
10.6 Upon payment in full of our relevant invoices, the intellectual property rights in the email designs and copy that we have created in ActiveCampaign for you, become your intellectual property.
11. Confidentiality
11.1 In performing services for you, both parties will have access to confidential information about the other party’s business, such as business information, videos or other systems unique to them, and other information which a reasonable person would consider to be confidential (collectively called ‘confidential information’). If either party are unsure whether information is confidential or not, assume it remains confidential until told otherwise.
11.2 Both parties’ confidential information remains their property and must always be kept confidential.
11.3 Neither party will keep, store or share any confidential information about the other party’s business, except for the purpose of delivering and implementing the services.
11.4 Both parties agree to keep confidential information confidential unless:
(a) the confidential information is transferred to the public domain through no fault or action of the other party;
(b) written authority is given to release it by the party who owns it; or
(c) required by a legal notice to disclose that information and have written to the other party and first advised of that obligation.
11.5 Any disclosure of confidential information may result in the immediate termination of this agreement, as well as legal action for damages resulting from that breach.
12. Cancellation
12.1 We do not have lock-in contracts.
12.2 This agreement may be cancelled at any time.
12.3 If you cancel this agreement, we will continue to provide all of the services and access set out in the package you have purchased until that has expired, and no additional services will be provided once the package is complete. You will still be required to pay for the package you have purchased.
12.4 If we cancel this agreement, we will not complete any additional work after the date of cancellation and will hand over to your all work completed up to that time. If at that stage the work you have purchased in your package is incomplete, we will refund to you a portion of the price paid consistent with the percentage of work to be completed.
12.5 A party will be in default of its obligations under this agreement if it:
(a) is in breach of the terms of this agreement, including confidentiality;
(b) has made a warranty, representation or statement that proves to be materially untrue or misleading when made;
(c) fails to perform or observe an obligation under this agreement, including the payment of money or compliance with an applicable time limit; or
(d) enters into a scheme of arrangement, suspends payment of its debts, trades while insolvent or has an insolvency professional appointed to administer or wind up its affairs.
12.6 If a party is in default under this agreement and has not remedied that default within thirty (30) days of receiving a notice of default from the other party, the party not in default may cancel this agreement.
13. Disclaimer
13.1 You acknowledge and agree that the success of our services is dependent on the fulfilment of our package plan within your business’ marketing strategy, including your attitude, persistence, and full participation in the program and if you do not implement our recommendations in full and in a timely manner, you may not achieve the results that you were hoping to attain.
13.2 Whilst every care is taken, we cannot be held responsible for factors outside of our control.
14. Limitation of liability
14.1 The liability for any claim relating to this agreement will be reduced to the extent to which the other party’s negligence contributed to the damage relating to the claim.
14.2 Other than as required under the ACL we make no warranties or representations about the suitability, reliability, availability, timeliness or accuracy of any services provided.
14.3 To the fullest extent permitted by law, we:
(a) exclude all representations, warranties or terms (whether express or implied) other than those expressly set out in this agreement; and
(b) exclude all liability for consequential or incidental damages suffered by you or any other person or entity resulting from any claim based on breach of warranty, breach of contract, or any other law, even if we should have known of the possibility of the damage or loss being suffered.
14.4 Where warranties are implied by law our liability will be limited in respect of any claim to, at our option, supplying the services or promptly remedying the fault in the services.
14.5 The parties agree that our total aggregate liability for all claims relating to this agreement is limited to the fees received actually by us from you in the billing cycle immediately preceding the date of claim.
14.6 This limitation of liability applies to the fullest extent permitted by law and survives any termination or expiration of this agreement or your use of our services.
15. Indemnity
15.1 Unless the claim was caused by or substantially contributed to by us, or the cause of the claim was outside your control, you indemnify us and our employees, officers, and agents from and against all actions, claims, losses, damages, costs (including reasonable legal costs), penalties associated with any act or omission of yours in provision of our Services to you, or in relation to a breach or default by you of a provision of this agreement. Any indemnity will be reduced by the extent that the loss or damage has been contributed to by our negligence. This means that if you cause a claim, you will be responsible for paying the costs we incur to have to defend against that claim.
15.2 Neither party is liable to the other party for any lost profits or consequential damages of the other party arising directly or indirectly as a result of entering into this agreement.
16. Non-Solicitation
16.1 You agree that, for a period of twelve (12) months after your agreement with us comes to an end, you will not canvass, solicit, or approach any of our staff or contractors, with a view to employing or contracting directly to them. Our staff and contractors are carefully selected and trained and you understand that the purpose of this clause is to ensure our business does not incur unnecessary recruitment and training costs in the event that you poach or attempt to poach our staff or contractors.
16.2 You agree the restrictions in this clause:
(a) are reasonable and necessary to protect our business and the goodwill of our business;
(b) confer a benefit on us which is no more than reasonable or necessarily required for the protection of our business.
16.3 You agree that our offer to provide these services constitute valuable consideration for your agreeing to the provisions in this clause.
17. Dispute Resolution
17.1 Any dispute arising out of or relating to this agreement which cannot be settled by negotiation between the parties will be submitted to mediation through Dispute Resolution Centre Australia https://www.drcaus.com.au/ or the NSW Bar Dispute Resolution Centre https://nswbardrc.com.au/
18. Notices
18.1 Any communication required to be given pursuant to this agreement must be done so in writing.
18.2 Notices may be delivered in person, sent by trackable post to the address of the party shown in the Schedule (or a later notified address) or sent by email to the email address of the party shown in the Schedule (or a later notified email address).
18.3 A notice will be deemed received immediately if given in person, ten (10) Business Days after the date of mailing if sent by trackable post and the next Business Day if sent by email.
18.4 Notices will not be validly given if provided by text message or via social media account, unless otherwise ordered by a Court of competent jurisdiction.
19. Definitions and Interpretation
19.1 In this agreement, words set out in the Schedule have the corresponding meaning and the same meaning in these terms and conditions.
19.2 The following words have the following meanings:
Business Day means a day in which commercial banks in New South Wales are authorised or required by law to be open;
Confidential Information means the information, forms, specifications, processes, statements, formulae, trade secrets, drawings and data (and copies and extracts made from that information and data), source and object codes, business and marketing plans and projections, feasibility studies, customer information lists, designs, plans, documents, videos, know-how, information about existing, new or envisioned products, services and processes and their development and performance, any techniques, methodologies, pricing, technical information, computer software, business and financial information and models concerning:
(a) the operations and dealing of each party’s business;
(b) the organisation, finance, customers, markets, suppliers, intellectual property and know-how of a party and any of its related or associated entities;
which confers or tends to confer a competitive advantage over one who does not possess the information, or which has been obtained as a result of this agreement.
Force Majeure includes an event outside the influence or control of a party, such as a severe weather event, significant civil unrest, government restrictions/lockdowns, cyber-attack or major technology, internet, or power outage, or otherwise an occurrence beyond the reasonable control of the affected party which directly causes either party to be unable to comply with all or a material part of its obligations under this agreement.
GST Law means A New Tax System (Goods and Services Tax) Act 1999, and any terms defined in GST Law used in this agreement will have the same meaning as stated in GST Law;
Public Holiday means a day in which commercial banks in New South Wales are authorised to be closed for business;
19.3 Interpretation – in this agreement, unless the context requires otherwise:
(a) if a word or phrase is defined, then other grammatical versions of the word or phrase will have the corresponding meaning;
(b) words in the singular include the plural and vice versa;
(c) ‘includes’ and similar words mean includes without limitation;
(d) a reference to this agreement includes all parts of the agreement and any amendments made in writing;
(e) a reference to a clause, schedule or annexure is a reference to a clause, schedule or annexure of this agreement;
(f) headings are for convenience and do not affect the interpretation of this agreement;
(g) a reference to a natural person includes a body corporate, partnership, joint venture, association, corporation, government or other body or other legal entity;
(h) a reference to a party includes that parties’ directors, officers, employees, legal personal representatives, successors and assigns; and
(i) a reference to currency or monetary figure means Australian dollars.
20. General
20.1 Relationship – This agreement sets out the relationship between the parties as independent contractors and does not create any partnership, joint venture or employment relationship. This agreement does not create any legal relationship other than the contractual relationship formed under the provisions of this agreement.
20.2 Costs – Each party will pay their own costs for negotiating and entering into this agreement.
20.3 No Waiver – Any failure by a party to enforce any provision of this agreement, or any forbearance, delay or indulgence granted by that party to any other party will not be construed as a waiver of the first party’s rights under this agreement.
20.4 Entire Agreement – This agreement and any documents specifically referred to in it, contain the entire agreement between the parties and supersede all prior agreements and understandings, whether oral or written, relating to the subject matter of this agreement.
20.5 Assignment – neither party may assign their rights under this agreement without the written consent of the other party.
20.6 Variation – This agreement can only be amended in writing signed by both parties which signatures can be electronic.
20.7 Severability – If any of the provisions of this agreement are determined to be invalid or unenforceable, then the invalid or unenforceable provision will be severed, and the remainder of the terms and conditions will continue in effect.
20.8 Governing Law – This agreement is governed by and construed in accordance with the laws of the state of New South Wales, Australia and the parties agree to submit disputes arising out of or in connection with this agreement to the courts of New South Wales, Australia.
End.