MARKETING VALUE CREATION TERMS AND CONDITIONS

Marketing Value Creation with URL www.marketingvaluecreation.com.au is operated by the owner Lennart Mikael Svensson, ABN 50394062215 (“Consultant”).

1. Terms and Conditions

These are the standard terms and conditions for the engagement of Marketing Value Creation by the Client, and any Services, Proposals, Contracts and Work undertaken and provided Marketing Value Creation for the client.

The terms ‘us’ or ‘our’ or ‘we’ or ‘Consultant’ refers to Marketing Value Creation.

The terms ‘you’ or ‘your’ and ‘Client’ refers to the client of Marketing Value Creation, person or business entity named in the Proposal, or Schedule, or Service agreement.

We reserve the right to amend or modify these Terms and Conditions at any time, without prior notice to you. Your continued use of our services following any changes signifies your acceptance of our updated terms.

Marketing Value Creation operates in accordance with Australian Competition and Consumer Law.

Marketing Value Creation reserves the right to refuse to provide services to any prospective client for any reason, and to existing clients who do not align with our terms and conditions, or legal policies.

 

2 – Agreement, Services, Terms and Fees

During the initial meeting, interaction, and/or consultation, it is your responsibility to provide Marketing Value Creation with clear guidelines and direction along with details of what you may require.

The Proposal we provide is based on our best understanding of your requirements based on the information provided. When such details are not provided, we will proceed with our understanding of your requirements and quote accordingly, where the quote is the estimated fee for the service.

The following words have these meaning in this agreement:

“The terms ‘Client Agreement,’ ‘Service Agreement,’ ‘Agreement,’ or ‘Contract’ refer collectively to these Terms and Conditions, the Service Agreement, any associated Schedules, and the Proposal, along with any related correspondence (including emails) shared between the Consultant and the Client. Each of these documents may be considered part of the Agreement either collectively or as standalone agreements, depending on the context in which they are referenced.

“Proposal” means the proposal between Marketing Value Creation and the Client which sets out the Services that Marketing Value Creation will provide to the Client and the Fees the Client will pay to Marketing Value Creation for those Services.

“Services” mean the services provided by Marketing Value Creation to the Client as chosen by the Client in the Proposal and/or expressed in the Service Agreement and/or in the Schedule.

Our services may include Marketing Consultation, Marketing Advisory, Marketing Coaching, Marketing Strategy, Business Strategy, Marketing & Business Planning, Fractional Marketing Leadership, Outsourced Marketing & Project Management, Strategic Marketing Assessment, Business Advisory, Business Coaching, Strategic Marketing Engagement Programs & Roadmap Programs, Website Consultation, SEO Consultation, Communication & Copywriting Services, but are not limited to these services

“Approval of Services” means that Client’s acceptance of services in this agreement where acceptance is when the client signs the service agreement, or provide written acceptance via email of the Proposal, this becomes the “Client Agreement or Contract, and is deemed thereafter a written contractual agreement between you and Marketing Value Creation, and that the

“Fee” is the estimated fee for services which is provide to the Client by the Consultant under the Service Agreement or Proposal or Schedule.

Term” means the term of this Agreement which commences on the Commencement Date and ends on the date that this Agreement is cancelled in accordance with its terms. The Consultant will deliver services in according to the Proposal. If the Consultant is unable to deliver Services as specified in the Proposal, the Consultant will inform the Client of the delay.

If the Client wants any amendments, corrections are required, incorrect information, or clarifications are needed, the Client need to come back to the us within 7 days, otherwise the Client is deemed to have approved of approved of services.

The Client need to provide reasonable time to make any amends to the Proposal or Schedule, or Service Agreement for approval of services.

Marketing Value Creation reserves the right to decline to amend any suggested changes in the Proposal, and if so, the Proposal or Service Agreement or Schedule is no longer valid, unless the Client continue with the original Proposal.

Changes from the original proposal may lead to additional costs to accommodate the changes. Therefore, it is essential that you clarify every aspect of services needed and ensure that the fees is based on the right requirements.

Once the Client Agreement has been finalised, any additions, changes, or enhancements will affect the Client Agreement and may incur additional costs and a revised delivery date.

 

3- Fees, deposits, and payment

All prices described on or in connection with this Agreement or Schedule or Proposal, are quoted in Australian dollars (AUD). All prices listed are exclusive of GST, as the Consultant is not currently registered for GST, and are guaranteed for 30 days from the date of quotation.

The Consultant is only obligated to deliver Services to the Client after the Clients has accepted the Proposal and has paid any starting fees, if expressed in the Proposal.

The Consultant may require the Client to pay a deposit for the Services before the services commence, and the amount of the deposit will be decided at the Consultant’s discretion and advised in writing to the Client. If the Client terminate the agreement after paying a deposit, it’s at the Consultants sole discretion to keep the deposit and or as part of the work already commenced.

It is at the Consultant discretion to require project milestone payments by the Client as a percentage of the total fee at any time of the work completed to-date. The remaining and final fee payment is due within 7 working days of the projects has been completed.

We will send the invoice to the Client, and the Client agrees to pay the invoice by electronic transfer to nominated bank account, and no other payment options.

 

4 – Variations

A Client may request variations to the Services which are not covered in the Proposal or Service Agreement or Schedule. In such of event, Marketing Value Creation need to accept any proposed changes with the Client, and any changes to the fees for the delivery of services.

Marketing Value Creation does not need to accept any proposed changes or amends in any way, until we notify the Client, that we have accepted the variations, and the Client has agreed to pay variations in fees. Services will continue as per the Proposal or Service Agreement or Schedule until agreement of variations have been accepted by both the Client and Marketing Value Creation.

 

5. Rejected Work

If you reject any of our work within a 7 day review period, or not approve subsequent work performed by use to remedy any points recorded as being unsatisfactory, and we, acting reasonably, consider that you have been unreasonable in any rejection of the work, we can elect to treat this contract as at an end and take measures to recover payment for the completed work.

 

6. Late Fees and Charges

All outstanding invoices will incur a late penalty fee of 10% of the pending amount and an administration fee of $5 per month, from the due date.

Due date: is the date on which the payment is due as per the terms on the invoice.

Outstanding invoice: an invoice is deemed to be outstanding if the payment is still due after due after 7 working days of the expiry of the due date.

Debt collection: a client is provided a further 14 working days after a late payment fee is applied to pay the invoice.  Failure to pay will result in the outstanding amount being referred to a debt collector.

Marketing Value Creation will not be liable for any costs or charges associated with the recovery of the outstanding amount.  Any charges associated with the recovery of the debt (debt collectors, administration charges, legal fees) will be referred to the client for processing.

If you are going to be late with your payment for a particular reason or have any queries regarding your invoice, please contact Marketing Value Creation immediately on

 

7. Supply of Materials and Information

After fee and/or deposit has been paid, you must supply all materials and information required by us to perform and/or deliver, and/or complete the Services in timely manner, and include providing accurate and complete responses within a reasonable timeframe.

Where there is any delay in supplying there materials to us which leads to a delay of the agreed completion time, then Marketing Value Creation have the right to extend any previously agreed deadline by a reasonable amount.

Where you fail to supply materials and information within 1 months and that prevents the progress of the work, the deposit will not be refundable.

 

8. Confidential Information

The Client and Marketing Value Creation, acknowledges that in connection with this Service Agreement it may receive certain confidential, proprietary technical, business information, financial position, customer information, strategies, policies, and materials of the other party.

Both the Client and Marketing Value Creation shall hold and maintain in the strictest confidence all Confidential Information and shall not disclose Confidential Information to any third party and shall not use any Confidential Information except as may be necessary to perform its obligations pursuant to this Agreement, except as may be required by a court or governmental authority.

Notwithstanding the foregoing, Confidential Information shall not include any information that is in the public domain or becomes publicly known through no fault of the receiving party or is otherwise properly received from a third party without an obligation of confidentiality.

If ether the Client or we have received confidential information without any prior consent, it should be destroyed or returned to the recipient.

The Client agrees that the Consultant may disclose confidential information to sub-contractors only for the purpose of delivering the services under this agreement, and if so, the sub-contractor need a confidentially agreement in place.

 

9. Intellectual Property Rights

The Consultant retains the intellectual property rights to all items previously owned, created, developed, or used in relation to this agreement. This includes but is not limited to provided strategic marketing framework, imagery, strategic processes, analytical methods and models, educational business and marketing templates and worksheets. The Consultant has the right to use these templates for any other clients.

The Client retains the rights to all deliverables specified in the Agreement, or Schedule or Proposal or used during the term upon full payment by the Client. Items that are not specifically transferred to the Client will remain the property of their respective owners.

The Client’s products, brand, and content, including all pre-existing trademarks and copyright material, shall remain the sole property of Client, and Client shall be the sole owner of all rights in connection therewith.

The Client hereby grants to Consultant a nonexclusive, non-transferable license to use, reproduce, and modify the Client content solely in connection with Consultant’s performance of the Consultant’s Services and the production of the deliverables.

The Client represents (informs) the Consultant and unconditionally guarantees that any elements of text, graphics, videos, photos, content, printed material, communication, designs, trademarks, or other information and artwork furnished to the Consultant for inclusion in presentations, documentations, reports, web pages, social media, etc. are owned by the Client, or that the Client has permission from the rightful owner to use each of these elements.

The Client agrees to hold harmless, protect, and defend Consultant from any claim or suit arising from the use of such elements furnished by the Client.

The Client agrees to allow the Consultant to use the Client name on the website and past client list.

 

10. Warranties – part 1

The Consultant hereby represents, warrants, and covenants to Client that:

The Consultant will provide the Consultant’s Services and produce the Deliverables as identified in the Agreement, or Schedule, or Proposal in a professional and workmanlike manner, of good quality and suitable for the purpose.

In the event that the Client does not accept the Services provided for any reason as outlined in the Agreement, the Consultant will propose a resolution process to reasonably meet the Clients expectations. If the Client is still not satisfied, the Client may terminate the contract.

The Client represents, warrants, and covenants to the Consultant that:

The Client owns all right, title, and interest in, or otherwise has full right and authority to permit the use of the Client product, content, brand, and written information and documentation

To the best of the client’s knowledge, the Client products, brand, content, and written information does not infringe the rights of any third party.

 

11. Warranties – part 2

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or your website, or our website or other platforms will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. To the fullest extent provided by law, we will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses, or other technologically harmful material that may infect your computer equipment, computer programs, data, or other proprietary material due to your use of our website or any services or items obtained through our website or to your downloading of any material posted on it, or on any website linked to it.

We make no guarantees, representations, or warranties of any kind as regards to any work, and associated technology. Any purportedly applicable warranties, terms and conditions are excluded, to the fullest extent permitted by law. Your use of our products and services is at your sole risk. The product and services, including but not limited to any advance of information or documentation, is provided on an “AS IS” and “AS AVAILABLE” basis.

While we endeavour to keep the information up to date and correct, we make no representations or warranties of any kind, express or implied, about the completeness, accuracy, reliability, suitability, or availability with respect to our website, your website or any other products, services, or related graphics or information contained on the website for any purpose.

 

12 – Professional Consulting and Coaching

We may provide Professional Consulting, Advisory and Coaching (“Coaching”) as part of the Services. By participating, you are indicating you understand that Coaching is not a partnership (defined as an alliance, not a legal business partnership) between you and the Consultant/Coach in a thought-provoking and creative process that inspires you to maximise personal and professional potential.

Coaching is designed to facilitate the creation/development of personal, professional, or business or marketing goals and to develop and carry out a strategy/plan for achieving those goals, however, results are not guaranteed, and you are responsible for any decisions you make as a result of Coaching. Your further understand that as a specialised form of consulting, Coaching is not the same as professional or licensed therapy, legal counsel, or accounting even though personal, legal, and accounting matters may be discussed as it relates to you and your business. These conversations are not to be interpreted as legal, financial, or therapeutic advice. Furthermore, you are always free to reject any advice, suggestions or requests made by the Consultant/Coach at any time as it relates to your goals.

 

13. Copywriting Services

Marketing Value Creation may offer copywriting services in conjunction with web design and development, or for other marketing and communication use. When copywriting is executed by Marketing Value Creation, the service includes one round of revisions within 14 days of initial content delivery if provided by us.

Clients are responsible for proofreading the provided copy and must approve it for use. Approval, or publishing the content on a website, signifies the client’s acceptance of responsibility for the content’s accuracy, legality, and any copyright claims related to text or imagery.

Copyright ownership of the copy transfers to the client upon final approval and payment completion. The website copywriting from Marketing Value Creation is crafted with on-page SEO principles in mind; however, performance in terms of search ranking, keyword & queries position, page position, click-through rate, impressions, web traffic and conversation rates including filled in forms, or other metrics cannot be guaranteed.

You understand and agree that external factors, including but not limited to search engine algorithm updates, can significantly affect website performance and content relevance, potentially leading to fluctuations in website rankings.

You acknowledge that the introduction of new copy to existing websites may alter current performance levels and change the effectiveness of existing keywords, ranking positions, and traffic to your website.

Marketing Value Creation commits to employing its on-page SEO efforts, strategies, and techniques when writing content, aiming to enhance the client’s website rankings. However, Marketing Value Creation cannot represent, warrant, or guarantee specific outcomes in website rankings or performance directly tied to the copywriting and text content provided. Ranking improvements are subject to a myriad of factors beyond our direct control, including search engine’s assessment of content value and relevance over time.

The client agrees and accepts that artificial intelligence (AI) for content creation can be used for copywriting, and when creating marketing and communication content.

Marketing Value Creation is not and shall not be responsible or liable for any loss of business, revenue, cost and profit due to ranking fluctuations due to any copywriting services, and any negative changes made to the website by any third-party entities.

The Client assumes full legal responsibility for the content upon approval and or publication, including but not limited to, the originality and representation of products, services, and general information.

Marketing Value Creation is not liable for any direct, indirect, incidental, consequential, or punitive damages arising from the use of, or the inability to use, the approved or published content, irrespective of its source. This includes but is not limited to copyright infringement, defamation, or errors and omissions.

 

14. Liability and Indemnity

The Client acknowledges that the internet is neither owned nor controlled by any one entity; therefore, the Consultant can make no guarantee on the results that may be provided as a result of the work.

The Consultant represents that in good faith it shall make every effort to ensure that the Clients efforts are successful as a result of the work.

The Client does hereby expressly agree to indemnify and hold harmless the Consultant, Directors, Principals, Contractors, working relationships, and any third parties against all suits, actions, damages, claims, demands, or costs of any kind including but not limited to performance, revenue loss, lost profits, any cost, lost savings, whether direct or indirect, or other incidental, consequential or special damages, punitive damages, personal injury or expense of any nature which may be suffered by the clients or its customers, to which they may be subject arising or resulting at any time or place from anything done or omitted to be done by them in connection with the Service Agreement including but not limited to goal setting, strategic business and marketing planning, marketing plan, marketing roadmap blueprint, go-to-market approach, brand strategy, business/market/marketing analysis and assessment, project management, capacity as fractional marketing services, retained marketing services, business and marketing advisory, training, creation and/or implementation of branding, research, advertising, marketing, consulting, creative and/or digital services including website, its e-commerce system, and social media management, Search Engine Optimisation (SEO) advisory and consulting and or any other business and marketing transactions the Client engages in with Marketing Value Creation.

To the fullest extent permissible by law, the Consultant, Directors, Principals, and Contractors, working relationships any third parties are not liable (whether in contract or tort) for any Australian produced, overseas manufactured, internationally sourced and or imported goods and services, and or provided by third parties to the Client to be marketed and promoted under the Service Agreement including but not limited to product quality, safety, performance, faults, defects, claims, cost, use of products, information of care, appropriate warnings and or any false and misleading information.

 

15. Consequential Loss

Marketing Value Creation is not liable for any loss or damage which you may suffer which is in any way attributable to any delay in performance or completion of our contract, however that delay arises.

Marketing Value Creation will not be responsible in the event of any loss or liability to a client after Services have been delivered including product failure, and or damage (whether direct, indirect, or consequential), personal injury or expense of any nature whatsoever which may be suffered by the client or its customers.

 

16. Relationships

The Consultant is an independent contractor, not an employee of the Client or any company affiliated with the Client.

The Client accepts that the Consultant may work with other similar clients, in the same industry or sector, during and after the Term of this agreement, and therefore, free to engage other businesses to perform services similar in nature.

 

17. Termination

The start and end dates for this agreement are specified the Schedule or Service Agreement or Proposal.

The Consultant can terminate services under the Service Agreement at any time with 7-day written notice, without penalty, if the Client fails to comply with the terms of this Agreement.

The Client can terminate services under the Service Agreement at any time with 7-days written notice, without penalty, if the Consultant fails to comply with the terms of this Agreement. However, if this occurs, the Client agrees to pay a milestone payment based on % of project progress/completion to this date to the Consultant.

If services are deemed to be ongoing in nature such as coaching or advisory, either the Consultant or the Client can at any time with 7-days written notice, without penalty, terminate the agreement.

 

18. Uncontrollable Events

Neither party shall be held responsible for any delay or failure in performance of any part of this Service Agreement caused by circumstances beyond such party’s reasonable control, including, without limitation, fire, flood, strike, civil, governmental, or military authority, and actions, act of God, strikes, labour difficulties, delays or failures caused by Internet outages or failures or Internet Service Providers, and acts or policies of third parties such as Google, Inc., Microsoft Corporation and others.

The time for performance of any act delayed by such causes shall be postponed for a period equal to the delay; provided, however, that the party so affected shall give prompt notice to the other party of such delay. The party so affected, however, shall use its best efforts to avoid or remove such causes of non-performance and to complete performance of the act delayed, whenever such causes are removed.

 

19. Dispute Resolution

Both “Parties” defined as the Client and Marketing Value Creation or “Party” as the Client and/or Marketing Value Creation separately agree:

To contact the other Party immediately with any concerns to be resolved quickly and effectively through friendly consultation.

In the event of a dispute, both Parties agree to the following Dispute Resolution Procedure:

1. To advise the other Party in writing of the nature of the dispute, the outcome you seek, and what actions you believe will settle the dispute.
2. To meet in person or on via Teams in good faith to resolve the dispute by Agreement and compromise.
3. If the Parties cannot resolve a dispute by negotiation and discussion within fourteen (14) days, both parties agree to proceed to mediation with the assistance of a mediator, and we agree to share the costs of mediation equally.
4. If we cannot agree on a mediator, we will request a mediator appointed by the Law Society of South Australia.
5. Litigation is a last resort and may not be commenced until, in the opinion of the appointed and accredited Mediator, the potential for negotiation and mediation has been exhausted.
6. Both Parties agree that any dispute or issues will be confidential between the Parties and the Mediator.
7. To protect both parties’ professional reputation and relationship, both Parties agree to refrain from discussing any dispute or related issues or disrespectfully referring to each other on any social media or a public forum.
8. Litigation via the court process may only be considered after a genuine attempt at mediation bought by either Party is unsuccessful.
9. Proper law and jurisdiction

This agreement should be governed by the laws of South Australia, and the parties agree to irrevocably submit themselves to the laws of that state.

21. Limitation of Liability

To the fullest extent permitted by law, all terms, conditions, representations, or warranties whether expressed or implied or statutory or otherwise relating in any way to the service Website Adelaide provides are excluded, OTHER than the express provisions of these terms and conditions.