Terms & Conditions

The objectives of T-Minus Agency (formally TMinus Agency), hereby referred to as the Company, are as follows:

1. Create, build and improve the online influence and presence of our clients through a series of services chosen by the client.

2. Engage in the business of social media marketing.

3. Fulfil the needs of the client as agreed upon in the contract provided prior to payment.

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Whereas, the Client is subjected to the following:

1. Withhold the nature of the contract agreed upon prior to payment.

2. Accepts the terms and agreements of this Agreement.

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(1) Definitions and Interpretations

In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

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1.1. "Business day"

means the time of operation as indicated on the Company's website and/or contract.

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1.2. "Client material"

means any and all materials, including but not limited to Photographs, Video, Quotes, Sales materials, technical specifications, which the Client may provide to the Company for use in its provision of the Services conducted by the Company. By providing these materials, the Client agrees that the Company has the rights to use the material for its intended marketing purposes.

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1.3. "Confidential information"

means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to or in connection with these Terms and conditions (whether orally or in writing or any other medium), and whether or not the information is expressly stated to be confidential or marked as such.

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1.4. "Intellectual property"

means (a) any and all patents, trademarks, service marks, created designs, applications, trade, business and company names, internet domain names, email addresses, unregistered service marks, unregistered trade marks, copyrights, database, rights in designs and inventions created by the Company

(b) rights under licences, consents, orders, statues, or otherwise

(c) rights of the same or similar effect or nature as or to those in paragraphs (a) and (b) which now or in the future may subsist

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1.5. "Initial fee"

means the fee payable for the Initial Period of Social Media Marketing Services provision once in agreement with the contract between two parties.

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1.6. "Required information"

means information concerning the Client’s business and business activities required by the Company in order to provide the Social Media Marketing Services, as requested by the company which may include but is not limited to, Logos, background, methods of working, advertising aims. 

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1.7. "Required materials" 

means materials, including but not limited to Photographs, Video, Quotes, Sales materials, technical specifications, required by the Company in order to provide the Social Media Marketing Services.

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1.8. "Social media content"

means the social media marketing services to be provided by the Company to the Client in accordance with these Terms and conditions of the Agreement.

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1.9. "The Agreement"

 means the Agreement specifically in relation to social media marketing services which you sign or accept by email detailing company information, initial period and Fees for these services, in accordance with the terms and conditions of the Agreement, detailed herein.

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(2) Engagement of the Company

2.1. The Client hereby engages the Company to provide the Social Media Marketing Services.

2.2. The Agreement shall enter into force on the date the agreement is signed “the Agreement date” and the Company shall commence the provision of the Social Media Marketing Services within the allotted period as agreed prior to or during the agreement.

2.3. The Agreement may be cancelled by offering a minimum of three months’ notice before the end of the initial period or the end of the Subsequent Period, unless agreed upon by both parties through a contract of termination. 

2.4. If the Agreement is not cancelled, the contract will automatically renew until such notice is received. 

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(3) Provisions of the Company

3.1. With effect from the Commencement Date, the Company shall, throughout the Initial Period and any and all agreed Subsequent Periods, provide the Social Media Marketing Services to the Client

3.2. The Company shall provide the Social Media Marketing Services with reasonable skill and care, commensurate with prevailing standards in the social media marketing industry.

3.3. The Company shall act in accordance with the these Terms and conditions of the Agreement herein and with all reasonable instructions given to it by the Client provided that such instructions are compatible with the scope of this Agreement and the reasonable supply of Social Media Marketing Services. Reasonable supply to be defined by the Company based on normal work carried out for all clients. 

3.4. The responsibility of ensuring that it complies with all statutes, regulations, byelaws, standards, codes of conduct and any other rules relevant to the provision of the Social Media Marketing Services shall lie with both the Company and the Client.

3.5. The Company shall use all reasonable endeavours to accommodate any reasonable changes to the Social Media Marketing Services that may be requested by the Client, subject to the Client’s acceptance of any related reasonable changes to the fees payable that may be due as a result of such changes. 

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(4) The Company's service

4.1. The Client currently has an active presence or wishes to establish an active presence on the social media platforms listed in the Agreement with the goal of obtaining guidance from the Company.

4.2. The Company shall ensure that regular activity takes place on all of the social media platforms listed in the web services agreement. 

4.3. The Company requires the Client’s access credentials for the social media platforms set out above in order to provide the Social Media Marketing Services.  The Client hereby agrees to provide the same before the Commencement Date. 

4.4. The Client hereby authorises the Company to use the Client’s abovementioned access credentials solely for the purposes of providing the Social Media Marketing Services.  All such information is hereby designated Confidential Information and shall be treated accordingly.

4.5. The Company shall produce and deliver to the Client the following reports detailing the status and progress of the social media marketing activities on each of the abovementioned social media platforms on a monthly or quarterly report.

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(5) The Client's obligation

5.1. The Required Information about the Client and its day-to-day business activities, the purpose of social media marketing, any figurehead the business wishes to promote.

5.2. The Required Materials for use in Social Media Content.

5.3. The Client shall provide the Required Information  and the Required Materials to the Company by the 14th day of each month for the following month (“the Delivery Date”).

5.4. The Company may from time to time require the Client’s input or feedback on Social Media Content prior to its publication in the course of the Social Media Marketing Services.  The Client shall use all reasonable endeavours to respond with the required feedback within 8 Business Hours.

5.5. The Company shall not be liable for any delays in the provision of the Social Media Marketing Services that may result from the Client’s failure to comply with any of its obligations (or the delivery requirements applying thereto).

5.6. During the term of this Agreement and for 36 months after any termination of this Agreement, the customer will not, without the prior written consent of the CEO of the Company, either directly or indirectly, on the customer’s own behalf or in the service or on behalf of others, solicit or attempt to solicit, divert or hire away any person employed by the Company.

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(6) Fees and payments

6.1. In consideration of the Social Media Marketing Services the Client shall pay to the Company the Initial Fee as set out in the web services agreement for the Initial Period. 

6.2. Payment of the Initial Fee shall be due within 30 days of the date of the Agreement.

6.3. All payments made under the Agreement shall be expressly exclusive of any value added tax chargeable thereon.

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(7) Intellectual property rights

7.1. All Intellectual Property Rights provided through Required Information, Required Materials, and in any other Client Materials shall at all times remain the property of the Client (or its licensors, as appropriate).  Nothing in these Terms and Conditions shall vest any rights in any material provided by, or otherwise belonging to the Client (or its licensors, as appropriate) in the Company.  The Client hereby grants to the Company a limited, nonexclusive, non-transferable, revocable, worldwide licence to use any and all Required Information, Required Materials and any other Client Materials for the purposes of providing the Social Media Marketing Services in accordance with these Terms and Conditions. 

7.2. The copyright and any and all other Intellectual Property Rights subsisting in the Social Media Content (created for the corresponding period) by the Company prior to the payment of the Initial Fee shall be completely owned by the Company. Once the Initial Fee has been paid by the Initial Period,  the Company shall be deemed to have waived any and all moral rights of the Social Media Content to the Client. 

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(8) Indemnity

8.1. The Client (as an “Indemnifying Party”) hereby undertakes to indemnify the Company (as an “Indemnified Party”) and to keep the Company at all times fully indemnified from and against all losses arising as a result of any action or claim that the Company’s use of any Required Information, Required Materials or other Client Materials in the course of providing the Social Media Marketing Services constitutes an infringement of any Intellectual Property Rights belonging to a third party. 

8.2. In the event of an action or claim arising as under sub-Clauses 8.1, the Indemnifying Party shall have complete control over the litigation and/or settlement of the action or claim and shall keep the Indemnified Party fully informed of the same at reasonable intervals.

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(9) Warranties

9.1. Each Party hereby warrants to the other that it has the full power and authority to enter into the Agreement, these Terms and conditions and to perform its respective obligations hereunder.

9.2. The Client represents, warrants, undertakes and agrees with the Company that the Required Materials and any other Client Materials shall be original to the Client (or that, where any Required Materials or other Client Materials are provided by a third party, it has received the necessary consents or permissions to use the same) and shall not infringe any Intellectual Property Rights belonging to a third party. 

9.3. The Client represents, warrants, undertakes and agrees with the Company that the Required Materials and other Client Materials shall not be obscene, blasphemous, offensive to religion, or defamatory of any person and shall not contain any material that has been obtained in violation of the Data Protection Act 1998, the Freedom of Information Act 2000, the Regulation of Investigatory Powers Act 2000, the Privacy and Electronic Communications (EC Directive) Regulations 2003, the Official Secrets Act 1989, or any similar domestic or foreign legislation and nothing contained in the Required Materials or other Client Materials will, if published, constitute a contempt of court. 

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(10) Limitations of liability

10.1. Neither Party shall be liable to the other for any loss of profit, indirect, special or consequential loss or damages. 

10.2. Nothing in these Terms and conditions shall exclude or limit either Party’s liability for death or personal injury resulting from its negligence, fraud or fraudulent misrepresentation, or other form of liability that cannot be excluded or limited by law. 

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(11) Confidentiality

11.1. Each Party undertakes that, it shall, at all times during the continuance of this Agreement and for 2 years after its termination or expiry: 

11.1.1. Keep all confidential information confidential;

11.1.2. Not use any confidential information or unearned content for any other purpose, unless otherwise agreed upon;

11.1.3. Not make any copies of, record in any way or part with possession of any Confidential Information; and 

11.1.4. Ensure that none of its directors, officers, employees, agents, sub-contractors, or advisors does any act to breach the provisions of section (11).

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(12) Term and termination

12.1. The Agreement and these Terms and conditions shall enter into force on the agreement date and shall continue until the termination of the Agreement.

12.2. The Company may terminate this agreement at any time by giving 2 weeks notice to the Client for any reason.

12.3. The Client may terminate this Agreement no sooner than four months before the end of the Initial or Subsequent term (specific to the one they are in) by giving three months written notice, not to expire before the end of that Initial or Subsequent term.

12.4. Without prejudice to any other right or remedy available to it, either Party may terminate this Agreement forthwith by giving written notice to the other Party in the following circumstances: 

12.4.1. Any sum owing to that Party by the other Party under any of the provisions of this Agreement is not paid within 14 Business Days of the due date for payment; 

12.4.2. The other Party commits any other breach of any of the provisions of the Agreements terms and conditions and, if the breach is capable of remedy, fails to remedy it within 30 Business Days after being given written notice giving full particulars of the breach and requiring it to be remedied;

12.4.3. The other Party, being an individual or firm, has a bankruptcy order made against it or, being a company, goes into liquidation (except for the purposes of bona fide amalgamation or re-construction and in such a manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on that other Party under the Agreement);

12.4.4. That other Party ceases, or threatens to cease, to carry on business;

12.5. The Company may terminate the agreement if the Client is acquired by any person or connected persons not having control of that other Party on the date of this Agreement. 

12.6. The Client may not terminate the agreement if the Client is acquired by any person or connected persons not having control of that other Party on the date of this Agreement.  

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(13) Law and jurisdiction

The Agreement (including any noncontractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of New South Wales, Australia.