Client Contract

1 Definitions

In this agreement, the words defined below shall have the following meanings assigned to them, and similar expressions shall bear corresponding meanings.

“Agreement” means the Digital Marketing Agreement, including the Client Contact Details, Service Details, Service Recipient and Terms and Conditions.

“Client” means any entity or individual who has engaged Clinical Marketing to provide any products, services or training.

“Client Website” means the specific website page(s) referred to in Part 1 of this Agreement, belonging to the client.

“Confidential Information” means trade secrets, documentation, files, data, content intellectual property, materials or other proprietary information. Confidential Information may be oral, written or in any other form.

“Clinical Marketing” means Clinical Marketing Consultants Pty Ltd t/as Clinical Marketing, and all directors, employees, subsidiaries and partners of that company.

“Initial Term” means the three (3) months immediately preceding the commencement of this Agreement, unless otherwise agreed by Clinical Marketing in writing.

“Intellectual property” means all content, information, oral or written, documents and files provided by Clinical Marketing, whether through services, training, the website or any other means.

“Term” means the time over which services will be rendered in this Agreement.

“Keyword” means individual keywords and keywords phrases comprising more than one keyword.

“Product” means any physical item supplied by Clinical Marketing.

“Parties” means Clinical Marketing and the Client.

“Retainer Fees” means any reoccurring monthly or one off payments payable by the Client under this Agreement, as detailed in the Service Details, or as otherwise advised by Clinical Marketing

“Services” means any information, Intellectual Property, knowledge or support provided by Clinical Marketing.

“Third Party Contractors” means contractors, companies, individuals or sole traders engaged by Clinical Marketing to provide the Products, Training or Services during the Term of the Agreement.

“Training” means the training courses and training materials supplied by Clinical Marketing under this Agreement

“Website” means all websites worked on by Clinical Marketing to provide information, products and services to Clients.

2 Engagement of Clinical Marketing

2.1 These are the standard Terms and Conditions of Clinical Marketing, a provider of internet marketing services. These Terms and Conditions apply to every Product, Training and Service provided by Clinical Marketing.

2.2 These Terms and Conditions, along with each section of this Agreement, constitute the entire Agreement between Clinical Marketing and the Client and no agreements, representations or warranties between the Parties other than those set our herein are binding on the Parties. Where there are inconsistencies between written or oral communications and these Terms and Conditions, these Terms and Conditions will prevail, unless specifically agreed in writing by the Parties.

2.3 By signing this Agreement or accessing or using any Clinical MarketingProducts, Services or Training in any way, without limitation, the Client is bound by and agrees to comply with, these Terms and Conditions.

2.4 If any of these Terms and Conditions become invalid, unenforceable or illegal, the offending provision/s may be severed from this Agreement and the remainder of the Agreement will remain unaffected.

2.5 Clinical Marketing reserves the right to update these Terms and Conditions at any time, without providing notice to the Client.

2.6 Clinical Marketing represents that it, including its agents, subcontractors and employees, is engaged in an independent business and will perform its obligations under this Agreement as an independent Consultant.

2.7 All decisions with respect to the Clients’ business are the responsibility of the Client and Clinical Marketing will not make any decisions relating to the Client’s business without first obtaining the Client’s consent.

2.8 No amendment, alteration, variation, deletion, addition and/or cancellation of this Agreement, whether consensual or unilateral or bilateral shall be of any force and effect unless outlined in writing and signed by the Parties.

2.9 The headings in these Terms and Conditions are for ease of reference only and shall not be deemed to be part of or to be taken into consideration in the interpretation or construction of the Contract.

3 Commencement and Term

3.1 The Agreement will commence on the earlier of, the date stipulated in the Service Details, or the date Clinical Marketing provides Products, Services or Training to the Client.

3.2 The Commencement Date may be amended at the absolute discretion and advice of Clinical Marketing.

4 Fees and Payment Terms

4.1 Retainer Fees are to be paid monthly, prior to the provision of any Product, Training or Service by Clinical Marketing and will be paid via direct debt to Clinical Marketing’s nominated account.

4.2 The Client will be notified in advance of any additional expenses, in excess of more than ten percent (10%) of the Retainer Fees, incurred under the Agreement. At Clinical Marketing’s discretion, the Client will either pay the excess fees directly to a third-party or reimburse Clinical Marketing within fourteen (14) of an invoice being provided by Clinical Marketing to the Client.

4.3 All rights provided to the Client under the Terms of this Agreement are conditional upon the Client’s payment of the Retainer Fees. In addition, Clinical Marketing reserves the right to suspend delivery of Products or performance of Services or Training until payment in full of all amounts due and payable under the Agreement, including but not limited to Retainer Fees. Clinical Marketing will not be liable for any damages, losses or expenses arising, directly or indirectly, out of Clinical Marketing’s suspension of performance and/or withholding of Products due to Client’s non-payment.

4.4 Late payments will accrue monthly interest at the rate of 1.5% per annum. Clinical Marketing will be entitled to recover all costs and/or losses incurred as a direct or indirect result the Client’s non-payment, including but not limited to, debt recovery and legal costs.

4.5 Retainer Fees will increase each financial year, being 1 July, at a rate of 2% or at the CPI rate as indicated by the Reserve Bank of Australia, whichever is higher, rounded to the nearest whole dollar

5 Termination or Cancellation of Agreement

5.1 This Agreement is a monthly, ongoing agreement within a minimum term of three (3) months.

5.2 Either party can cancel this agreement by providing 30 days’ written notice to the other party, following the Initial Term.

5.3 If the Client terminates this Agreement before the end of the Initial Term, for any reason whatsoever, the Client will not be entitled to a refund for any Retainer or other Fees paid by the Client to Clinical Marketing under the terms of the Agreement, and will pay any Retainer Fees or other costs due and payable under the Agreement up to the date of cancellation.

5.4 Clinical Marketing will be entitled to cancel this Agreement if the Client breaches any of the Terms or Conditions of this Agreement or:

(a) being a natural person: dies;

becomes mentally ill as defined in the Mental Health Act 2007 (NSW); or becomes bankrupt; or

(b) being a corporation: has a liquidator, receiver or voluntary administrator appointed; has a summons or application for its winding up presented to the Court; or enters into any deed of company arrangement or scheme of arrangement within its creditors.

If Clinical Marketing terminates the Agreement under clause 5.4, Clinical Marketing will be entitled to retain any Retainer Fees or other costs paid by the Client and will be entitled to any Retainer Fees or other costs incurred up to the termination date on a pro rata basis.

5.6 If the Client breaches any of the Terms and Conditions of this Agreement, the Client will be liable to pay all costs, including but not limited to legal costs, incurred by Clinical Marketing in relation to the Client’s breach.

5.7 In the event the Agreement is terminated by the Client, or by Clinical Marketing under clause 5.4, prior to the Initial Term, the Client will be required to pay a cancellation fee equal to the remainder of the Initial Term, i.e. if the Client terminates after two (2) months, the cancellation fee will be equal to four (4) months’ Retainer Fees.

Client Acknowledgement

The Client acknowledges and agrees that:

6.1 Clinical Marketing has no control over the policies of the search engines, social media platforms, advertising platforms, websites or other internet platforms or services. Clinical Marketing provides no guarantee that the Services, Products or Training provided will generate any increase in visibility, rankings, sales, business activity, profits or any other form of improvement for the Client or any other purpose.

6.2 Search engine rankings are dependent on numerous external factors, including but not limited to the behaviour of competitors and the internal workings of search engines, both of which are beyond the direct control of Clinical Marketing.

6.3 Search engines do not publish their ranking criteria or algorithms, and accordingly, Clinical Marketing’s Services, Training and Products are based on professional experience, opinions, toolset outputs and the professional expertise of Clinical Marketing.

6.4 Clinical Marketing does not provide any warranty in respect of the time period in which the Client will experience improved rankings or marketing performance. The Client acknowledges that the expected performance time may be extended for highly competitive Keywords, newly established websites or businesses and competitive industries. The entrance of new competitors, or an increase in SEO or digital marketing activities for a competitor is outside the control of Clinical Marketing and Clinical Marketing will not be liable for any decreased performance, loss, damage or expenses incurred by the Client as a direct or indirect result of a competitors’ behaviour.

6.5 For Clinical Marketing’s Products, Training and Services to be effective, the Client needs to implement the changes and/or processes recommended by Clinical Marketing.

6.6 Unless otherwise agreed in writing by Clinical Marketing, the Client is solely responsible for their website and implementing changes and/or processes to their website.

6.7 Website changes, marketing and other activities outside those recommended by Clinical Marketing may be detrimental to the success of Clinical Marketing’s Products, Training or Services and the Client agrees to refrain from activities other than those recommended by Clinical Marketing, and to report to Clinical Marketing any activities that may impact Clinical Marketing’s Products, Training or Services. Clinical Marketing will not be liable for any losses, damages or expenses incurred as a direct or indirect result of the Clients implementation of website changes, marketing or other activities outside those recommended or provided by Clinical Marketing.

6.8 Clinical Marketing provides the Client with a perpetual and irrevocable licence over its Intellectual Property for the Term of the Agreement. The Client will not make any of Clinical Marketing’s Intellectual Property available to any third parties in any form whatsoever.

6.9 The Client will not offer employment to any Clinical Marketing employee, agent or sub-contractor or induce or solicit any such person to take up employment with the Client, outside this Agreement, during the Term of the Agreement.

6.10 Clinical Marketing may, from time to time, use the services of Third Party Contractors to fulfil some or all of the Products, Services or Training provided under the Agreement. The Third Party Contractors may require access to the Client’s Website logins, advertising platforms, payment information, passwords or other Confidential Information. Clinical Marketing will not be liable for any losses, liabilities or damages whatsoever incurred as a direct or indirect result of Clinical Marketing’s engagement of Third Party Contractors.

6.11 Some Products, Services and Training provided under this Agreement are available under subscription only and are not available to Client after termination of this Agreement unless otherwise agreed in writing by Clinical Marketing.

6.12 The Client must appoint, for the full Term of the Agreement, a representative with full authority to provide and/or maintain any necessary information and approvals as required from time to time by Clinical Marketing.

6.13 Clinical Marketing’s ability to perform its obligations under this Agreement may be dependent on the Client fulfilling its obligations. Clinical Marketing will not be liable for any costs, damages, charges or losses incurred by the Client arising directly or indirectly from Clinical Marketing’s non-performance of the Agreement due to a failure of the Client to fulfil any of its obligations under the Agreement.

6.14 The Client warrants that it holds the necessary title, intellectual property and rights to distribute in relation to all assets, concepts, materials, specifications, information and instructions provided by Client, its employees, agents or subcontractors under the Agreement.

6.15 Within ten (10) business days following receipt of any Products, Services or Training, the Client will provide Clinical Marketing with either:

(a ) written approval and acceptance of such deliverable (which will not be unreasonably withheld); or

(b) acting reasonably, a written notice detailing any required modifications or amendments.

Each Product, Service or Training will be deemed accepted by the Client if, within ten (10) business days of its delivery, the Client has not provided approval or notice under this clause 6.15.

6.16 The Client is responsible for the renewal of the Client’s Website hosting, SSL certificates, professional presentation of the Client’s Website, and ongoing maintenance of Client’s Website to ensure the Client’s professional marketing presence is uninterrupted. Clinical Marketing will not be liable to any losses, damages or costs incurred as a direct or indirect result of the Client’s failure to comply with this clause 6.16.

7 Warranties

Clinical Marketing represents and warrants as follows:

7.1 That the Services and Training will be performed by personnel who have the appropriate experience, skill, and qualifications necessary to fulfil the Agreement.

7.2 That the Products, Services and Training provided by Clinical Marketing will be performed in a professional and workmanlike manner.

7.3 That the Products, Services and Training provided by Clinical Marketing will not, to the best of Clinical Marketing’s knowledge violate or infringe upon the intellectual property rights of any third parties.

7.4 That Clinical Marketing will comply with all applicable laws, ordinances, rules, regulations, orders, licenses, permits and other contractual or governmental requirements, including without limitation those related to deceptive or unfair trade practices and privacy.

8 Force Majeure

8.1 Clinical Marketing will not be liable for any failure to deliver or delay in delivering the Products, Services or Training caused as a direct or indirect result of factors outside Clinical Marketing’s reasonable control, including but not limited to:

(a) viruses;

(b) denial of service attacks;

(c) acts or omissions by third parties, (d) the Client and its contractors or Internet service providers;

(e) strikes, lockouts, work slowdowns or stoppages;

(f) accidents;

(g) inclement weather;

(h) acts of God;

(i) terrorism;

(j) failure by the Client to furnish information or approve or disapprove Products, Services or Training in a timely manner;

(k) failure of the Client to provide, resources, cooperation or personnel to support the Services, Training or Products;

(l) faulty performance by the Client or third-parties engaged by the Client;

(m) faulty performance by Third-Party Contractors;

(n) changes in search engine algorithms or inclusion guidelines; or

(o) the arrival of new competitors.

9 Limited Liability and Indemnity

9.1 To the absolute extent permitted by law, Clinical Marketing will not be liable for any loss (including consequential loss), damage, claim or expense, of whatsoever nature incurred by the Client as a direct or indirect result of, or which may be attributable to the Products, Services and Training provided by Clinical Marketing, or which may be attributable to any breach by the Client of any of its acknowledgements, undertakings or warranties provided in this Agreement.

9.2 Clinical Marketing will not be liable for any indirect, third-party, incidental, special, consequential, exemplary or punitive damages arising out of or in connection with this Agreement.

9.3 Despite clause 9.1 and 9.2, if it is determined that Clinical Marketing is liable for any loss, damage, claim or expense suffered by the client as a result of this Agreement, Clinical Marketing’s liability is limited to 100% of the Retainer Fees paid by the client under the Agreement for the three (3) months immediately preceding the date on which the liability was incurred or in the alternative, to the value of any proceeds from a relevant policy of insurance.

10 Confidential Information

10.1 The Parties agree that they will not disclose any of the other party’s Confidential Information, at any time during or after the Term of this Agreement. Confidential Information provided is intended for internal use only in connection with the performance of this Agreement and the Parties will not, in any manner, either directly or indirectly, divulge, disclose, or communicate to any person, firm, corporation or other entity, or use for its own benefit any Confidential Information.

11 Copyright and Intellectual Property

11.1 The Products, Training and Services of Clinical Marketing are protected by copyright, trademark and other intellectual property laws and the Client indemnifies Clinical Marketing for any loss, expense or liability arising as a direct or indirect result of any unauthorised use of the Products, Training and Services.

11.2 All Intellectual Property provided by Clinical Marketing to the Client, its employees or agents is provided for the Client’s exclusive use only.

11.3 The Client warrants that they will not use Clinical Marketing’s Intellectual Property for commercial or any other benefit without the prior written consent of Clinical Marketing.

11.4 The Client will ensure that Intellectual Property is treated with appropriate due care and in a similar manner to the Client’s internal company records and intellectual property.

11.5 Subject to Clinical Marketing receiving full payment under this Agreement, Clinical Marketing assigns to the Client, without representation or warranty, all rights, title and interest Clinical Marketing may have in any work specifically created by Clinical Marketing for the Client pursuant to this Agreement, with the following exceptions:

(a) Clinical Marketing may use and distribute such works as part of its portfolio for promotional or marketing purposes;

(b) Clinical Marketing will own and retain all rights to any and all concepts, ideas, designs, proposals and other works and materials which have been presented to the Client but are not included in Products, Training and Services provided under this Agreement.

12 Acceptance of Proposal for Online Marketing Services

12.1 By signing this Agreement, the Client agrees to the Terms and Conditions provided herein.

12.2 The signee represents and warrants that he/she has the necessary authority to enter this Agreement on behalf of the Client.

12.3 The Client acknowledges that Clinical Marketing may from time to time use electronic platforms in respect of the Agreement and the Client agrees to be bound by the electronic platform’s terms and conditions in addition to this Agreement.

12.4 The Client agrees to receive information in relation to this Agreement through both electronic and non-electronic formats and acknowledges that an electronic signature is sufficient to bind the Client to Agreement.

13 Governing Law Jurisdiction

13.1 This Agreement shall be interpreted and construed in accordance with the laws of the State of New South Wales, without regard to any conflicting laws or principles.

13.2 Each party hereby irrevocably consents to the exclusive jurisdiction of the State and Federal courts sitting in New South Wales for the purpose of hearing and deciding any and all disputes, claims and controversies arising out of and relating to this Agreement. The successful party in any such action or proceeding arising out of or in connection with this Agreement shall be awarded all costs and fees reasonably incurred, including but not limited to the fees of its solicitors unless otherwise ordered by the Court.