The following are the standard Terms and Conditions for undertaking business with CGM Communications.
1.1. In these Terms and Conditions, the following words shall have the following meanings:
1.1.1. "CGM Communications" means Social License Pty Ltd as trustee for the Black Swan Unit Trust, trading as CGM Communications.
1.1.2. "Downloadable Products" means the digital copies of the Capital Report, which are available for purchase and download by "Users" from the CGM Communications website.
1.1.3. "Users" means visitors to the CGM Communications website.
1.1.4. The "CGM Communications website" means the website hosted at www.cgmcommunications.com.au.
1.1.5. "Client" means the company or organisation purchasing the Services.
1.1.6. "Services" means the obligations of CGM Communications to the Client, which are specified in the Letter of Engagement.
1.1.7. "Terms of Business" means the obligations of the Client to CGM Communications, created by the provision of the Services, and are specified in the Letter of Engagement.
1.1.8. "Letter of Engagement" means a document issued by CGM Communications, which constitutes an offer to provide the Services to the Client, according to the Terms of Business outlined.
2. DOWNLOADABLE PRODUCTS
2.1. Users may purchase and download copies of the Downloadable Products from the CGM Communications website, for the prices indicated for each product.
2.2. Purchasers of the Downloadable Products will be sent instructions for download once payment has been processed and received.
2.3. The information contained in the Downloadable Products is for information purposes only and does not constitute advice. CGM Communications accepts no responsibility for decisions made by any person or organisation based on the contents of the Downloadable Products.
2.4. Under no circumstances will refunds be provided to purchasers of the Downloadable Products.
2.5. Purchasers of the downloadable products are authorised to reproduce content from the Downloadable Products, on the condition that the reproduced content is attributed to CGM Communications and the Capital Report.
2.6. Purchasing a Downloadable Product does not, in itself, make a person or an organisation a Client.
3. LETTER OF ENGAGEMENT
3.1. CGM Communications will enter into discussions with the Client about the nature of Services to be provided and the associated Terms of Business. Upon verbal agreement between CGM Communications and the Client, a Letter of Engagement will be provided to the Client for its consideration.
3.2. The Letter of Engagement will provide a place for the Client to execute by signature. Upon signing, dating and returning the Letter of Engagement to CGM Communications via one of the contact options provided, the Client will have accepted the offer constituted by the Letter of Engagement and both CGM Communications and the Client will be bound to meet their respective obligations, as a legally binding contract.
4.1. The Letter of Engagement will outline the objective(s) of the Services to be provided by CGM Communications.
4.2. The Letter of Engagement will specify the Services to be provided by CGM Communications to the Client to meet the objectives.
4.3. The Services outlined in the Letter of Engagement will specify the nature of each service to be provided.
4.4. Where possible, the Services will be quantified in the appropriate units.
4.5. Where appropriate, delivery milestones and completion dates will be provided for the Services.
5. TERMS OF BUSINESS
5.1. The Letter of Engagement will specify the obligations of the Client, created by the provision of the Services, as the Terms of Business.
5.2. The Terms of Business may outline information, equipment, personnel and other resources that will be provided by the Client to CGM Communications to assist with the delivery of the Services.
5.3. The Terms of Business will specify the price of the Services, which may include, but not be limited to, any combination of the following fee structures:
5.3.1. Deposit - a fixed fee required at the start of the project, paid in advance, prior to the commencement of the Services;
5.3.2. Project Fee - a fixed fee for the provision of the Services, payable in a single lump sum, or in installments, in arrears;
5.3.3. Monthly Retainer - a fixed monthly fee for the provision of the Services, in arrears; and
5.3.4. Hourly Rate - an hourly charge for the time taken to provide the Services, to be invoiced monthly, in arrears.
5.4. The Terms of Business will outline when CGM Communications will issue invoices to the Client for the Services provided and specify when the Client is required to make payment for each invoice. This shall be within seven days for all invoices, except for invoices requesting a deposit, for which payment shall be required prior to the commencement of the Services.
5.5. The Terms of Business will outline the types of expenses that may be incurred by CGM Communications and oncharged to the Client by invoice.
5.6. The Terms of Business will outline the payment methods by which CGM Communications will accept payments from the Client.
5.7. Where appropriate, mechanisms and terms for the extension of the contract will be provided in the Terms of Business.
6. PROVISION OF THE SERVICES
6.1. CGM Communications will provide the Services outlined in the Letter of Engagement to the Client and perform this work to the best of its ability, so as to meet the objectives outlined, to a standard expected of a skilled and experienced supplier of public relations services.
6.2. CGM Communications guarantees that the Services supplied shall be consistent with the Services outlined in the Letter of Engagement.
6.3. Third party services or products sourced by CGM Communications as part of the Services will be supplied in accordance with the relevant supplier's terms of business and the Client shall be required to comply with these terms.
6.4. While CGM Communications will perform the Services to the best of its abilities, no guarantee is provided that the Services provided will result in the meeting of the objectives outlined in the Letter of Engagement.
7. ADDITIONAL CLIENT RESPONSIBILITIES
7.1. The Client is required to cooperate fully with CGM Communications and provide accurate and timely information and data during the term of the contract, to assist CGM Communications deliver the Services.
7.2. The Client is required to follow CGM Communications' advice with respect to the Services.
7.3. CGM Communications will ensure that any materials produced under the contract are legal, decent, honest and truthful. However, the Client is responsible for the accuracy, completeness and for all descriptive, technical or proprietary aspects of the Services and shall indemnify CGM Communications for any liability arising from inaccuracies in such information provided.
7.4. CGM Communications shall not be required to print content that is illegal, libelous or an infringement of the proprietary or other rights or any third party.
8.1. CGM Communications shall, without the agreement of the Client, be entitled to make operational changes to the Services that have no material adverse effect on the Services.
8.2. CGM Communications reserves the right to vary the price of the Services, as outlined in the Letter of Engagement, by any amount attributable to:
8.3. An alteration to the Services by reason of a variation in or lack of the Client's instructions; or
8.4. Any variation of the rates of taxation or costs, third party changes or fluctuation in foreign exchange rates between the date of a contract and the date of delivery of the Service or completion of the payment.
9.1. Where a Client pays a deposit to CGM Communications and the Services are not provided, with the reason for the non-provision being attributable solely to the non-performance of CGM Communications, the Client will be entitled to seek and receive a refund of the deposit from CGM Communications and terminate the contract.
9.2. Where a Client pays an invoice for Services already provided, the payment will constitute an acknowledgement by the Client that the Services have been provided and the Client will not be entitled, under any circumstances, to seek a refund for such payments.
10.1. CGM Communications shall have the right, without giving notice to the Client, to suspend further delivery of the Services if payment is in arrears or if Campaign Capital believes that the Client will not make payments by the due date.
10.2. CGM Communications shall have the right to cancel any contract without prejudice to any rights and remedies to recover any monies then due and owing by the client for a period in excess of 45 days.
10.3. The Client shall be responsible for any reasonable legal or other costs incurred by CGM Communications in the recovery of overdue payments.
11. INTELLECTUAL PROPERTY
11.1. CGM Communications will be the owner of all intellectual property created through the provision of the Services, unless otherwise specified in the Letter or Engagement.
11.2. Where the Letter of Engagement specified that intellectual property is to transfer from CGM Communications to the Client, this transfer will only occur at such time that all payments required under the contract are made to Campaign Capital.
12.1. CGM Communications shall not be liable to the Client or be deemed to be in breach of contract by reason of any delay in performing, or any failure to perform, any of the Services, if the delay or failure was due to any cause beyond Campaign Capital's control, due to any instructions given by the Client or any delay caused by the Client.
12.2. Nothing in these Terms of Business shall confer any right or remedy upon the Client for non-performance to which it would not otherwise be entitled.
13.1. Where a contract is for the provision of the Services over a period of time, a contract may be terminated by either party giving to the other one month's written notice.
13.2. Where notice is provided in this way or required by statute, law or regulation , the Client shall provide this notice in writing marked for the attention of a Director of CGM Communications. Any notification to any other employee or officer of CGM Communications shall not be effective.
13.3. Where the Client terminates the contract, it shall pay immediately all outstanding sums due to CGM Communications and be responsible for all costs and expenses incurred by CGM Communications in respect of any uncompleted Service and be liable for one month's fees, whether or not activity is required from CGM Communications for the Client during this period.
14.1. The Client shall indemnify CGM Communications in respect of all damage or injury occurring to any person, firm, company or property in the provision of the Services.
14.2. The Client shall indemnify CGM Communications against all actions, suits, claims, demands, charges or expenses for which CGM Communications may become liable in respect of any breach of contract or in respect of the Services provided under the contract.