ADVERTISING TERMS & CONDITIONS

1. Definitions

In these Terms and Conditions:

Agreement means the agreement formed as contemplated by clause 2 below between FEAR & GREED Pty Ltd and the Client comprising these Terms and Conditions of Service and the Proposal.

Client means the client set out in the Scope of Work.

Client Materials mean any content or materials (if any) of any nature provided by the Client to FEAR & GREED Pty Ltd for incorporation in the Materials, including those set out in the Proposal.

Deliverables are the elements specified for delivery (if any) in the Scope of Work.

Expenses mean the investment and expenses set out in the Scope of Work.

Fee means the investment fee set out in the Scope of Work.

Intellectual Property Rights means all industrial and intellectual property rights of whatever nature throughout the world conferred under statute, common law or equity, whether existing now or at any time in the future, and includes rights in respect of or in connection with copyright, inventions (including patents), formulae, databases, business processes and methods, trademarks, service marks, business names, trade names, domain names, designs, confidential information, trade secrets and know-how and similar industrial and intellectual property rights, whether or not registered or registrable, and includes the right to apply for or renew the registration of such rights.

Materials mean all products and proceeds of the Services, including the Deliverables.

Payment Schedule means the payment schedule set out in the Scope of Work.

Proposal means the Scope of Work for the provision of services by FEAR & GREED Pty Ltd to the Client to which these Terms and Conditions of Service are attached.

Services means the services set out in the Scope of Work.

Special Conditions mean the special conditions (if any) set out in the Scope of Work.

FEAR & GREED Pty Ltd means FEAR & GREED Pty Ltd ABN: 72646789684

FEAR & GREED Pty Ltd IP means any content or materials (if any) of any nature created by or on behalf of FEAR & GREED Pty Ltd that are not explicitly related to the Services.

FEAR & GREED Pty Ltd Materials means any content or materials (if any) of any nature created by or on behalf of FEAR & GREED Pty Ltd specifically for such content or materials forming part of the Materials, but excludes FEAR & GREED Pty Ltd IP.

Third Party Materials means any content or materials (if any) of any nature licensed by FEAR & GREED Pty Ltd from a third party and included in the Materials.

2. Formation of Agreement                                            

(a)  The Scope of Work forms an offer by FEAR & GREED Pty Ltd to provide the Services on the terms and conditions of the Agreement.

(b)  If the Client delivers a copy of the Scope of Work signed by the Client to FEAR & GREED Pty Ltd within 30 days of the date of the Proposal, a binding contract on the terms and conditions of the Agreement is formed between the Client and FEAR & GREED Pty Ltd.                                                                                                                                                      

(c)  To the extent of any inconsistency between these Terms and Conditions and the Scope of Work, precedence is to be given to these Terms and Conditions in relation to the interpretation of the following:
              (i)  first, the Special Conditions;
              (ii)  second, Terms and Conditions; and
              (iii)  third, the Proposal.
 

3. Services                         

(a)  FEAR & GREED Pty Ltd will provide the Services to the Client in accordance with the terms of the Scope of Work.      

(b)  FEAR & GREED Pty Ltd use reasonable efforts to provide the Services to the Client in accordance with the timeline agreed by the parties.                                                               


4. Fees, Expenses and Payment

(a)  The Client must pay to FEAR & GREED Pty Ltd the Fee in accordance with the Payment Schedule.

(b)  The Client must reimburse FEAR & GREED Pty Ltd the Expenses in accordance with the reimbursement procedure set out in the Scope of Work.

(c)  Any payments made in accordance with the Agreement are exclusive of GST and any applicable taxes, charges and levies.

(d)  The Client must make all payments under the Agreement in full without deduction, counter-claim or set-off.


5. Intellectual Property

(a)  Subject to FEAR & GREED Pty Ltd receiving payment of the Fee in full as contemplated by clause 3 above, FEAR & GREED Pty Ltd will assign all Intellectual Property Rights in and to the FEAR & GREED Pty Ltd Materials to the Client.

(b)  Except as expressly agreed by FEAR & GREED Pty Ltd in writing, FEAR & GREED Pty Ltd licenses the Third Party Materials and FEAR & GREED Pty Ltd IP to the Client for the sole purpose of using the Third Party Materials and FEAR & GREED Pty Ltd IP as incorporated in the Materials and as contemplated by the Proposal.

(c)  The Client grants FEAR & GREED Pty Ltd the right to use the Client Materials for the purposes of providing the Services and creating the Materials as contemplated by the Scope of Work.

(d)  The Client represents and warrants to FEAR & GREED Pty Ltd that it has the right to grant the rights granted under subparagraph (c) above and that FEAR & GREED Pty Ltd’s use of the Client Materials will not infringe any third party’s Intellectual Property Rights or other rights.

(e)  The Client indemnifies FEAR & GREED Pty Ltd against all losses, liabilities, damages and claims, and all related costs and expenses (including any reasonable legal fees and reasonable costs of investigation, litigation, settlement, judgment, appeal, interest and penalties) arising from a breach of the warranty given by the Client under sub-clause (d) above.

 

6. Liability

(a) To the maximum extent permitted by law:

(i) except as expressly set out in the Scope of Work:

(A)  FEAR & GREED Pty Ltd makes no representations or warranties to the Client;

(B)  FEAR & GREED Pty Ltd hereby excludes all representations, warranties, terms and conditions whether express or implied (and including without limitation, those implied by statute, custom, law or otherwise);                                     

(ii) FEAR & GREED Pty Ltd’s cumulative liability to the Client for all claims made by the Client under or in relation to the Agreement will not exceed in aggregate the amount actually paid by the Client to FEAR & GREED Pty Ltd in respect of the Proposal;                                                   
(iii)  FEAR & GREED Pty Ltd will not be liable to the Client in respect of any claim for any loss of profit, data, goodwill or business, for interruption to business, for any failure to realise anticipated savings or for any consequential, indirect, special punitive or incidental damages.        

(b) Certain legislation may imply warranties or conditions, impose obligations or give statutory guarantees (together, “Statutory Provisions”) which cannot be excluded, restricted or modified except to a limited extent. The Agreement must be read in accordance with the Statutory Provisions. If the Statutory Provisions apply, notwithstanding any other provision of the Agreement, to the extent to which FEAR & GREED Pty Ltd is entitled to do so, FEAR & GREED Pty Ltd limits its liability in respect of any claim to:

(i)  in the case of goods, at FEAR & GREED Pty Ltd’s option:

(A)  the replacement of the goods or the supply of equivalent goods;

(B)  the repair of the goods;

(C)  the payment of the cost of replacing the goods or acquiring equivalent goods; or

(D)  the payment for having the goods repaired; and

(ii)  in the case of services, at FEAR & GREED Pty Ltd’s option:                                   

(A) The supply of the Services again; or

(B) The payment of the cost of having the Services supplied again.

7. Suspension of Services and Termination
 

(a)  Without limiting any of FEAR & GREED Pty Ltd’s other rights, FEAR & GREED Pty Ltd may suspend the provision of some or all of the Services if the Client does not make payment as contemplated by clause 3 above.

(b)  FEAR & GREED Pty Ltd will have no liability to the Client whatsoever in the event of a suspension of the Services as contemplated by sub-clause (a) above.

(c)  FEAR & GREED Pty Ltd may terminate the Agreement with immediate effect by notice in writing to Client upon the occurrence of any of the following:

(i)  FEAR & GREED Pty Ltd becomes aware that the Client Materials infringe or may infringe a third party’s Intellectual Property Rights or other rights;  

(ii)  the Client commits a breach of the Agreement that is remediable and fails to remedy the breach within 7 days of written notice from FEAR & GREED Pty Ltd requiring the Client to do so;

(iii)  the Client commits a breach of the Agreement that is incapable of remedy; or

(iv)  the Client undergoes any form of insolvency event.

(d)  If the Agreement is terminated for any reason:

(i)  all payments to be made by the Client to FEAR & GREED Pty Ltd become due and payable to FEAR & GREED Pty Ltd on the date of termination; and

(ii)  clauses 3, 4, 5, 7, 8 and this clause ​6 ​survive termination or expiry of the Agreement.

                                                                                                                     

8. Confidentiality

The terms of the Agreement are confidential and must not be disclosed by the Client to any third party other than the Client’s professional advisers, or as required by law, without the prior written consent of FEAR & GREED Pty Ltd.


9. General

(a)  The Client acknowledges that FEAR & GREED Pty Ltd may subcontract the provision of the Services.


(b)  A party may only assign the Agreement or a right under the Agreement with the prior written consent of the other party.


(c)  The Agreement constitutes the entire agreement between the parties in connection with its subject matter and supersedes all previous agreements or understandings between the parties in connection with its subject matter.

                                                         
(d)  If the whole or any part of a provision of the Agreement is invalid or unenforceable in a jurisdiction, it must, if possible, be read down for that jurisdiction to be valid and enforceable. If, however, the whole or any part of a provision of the Agreement is not capable of being read down, it is severed to the extent of the invalidity or unenforceability without affecting the remaining provisions of the Agreement or affecting the validity or enforceability of that provision in any other jurisdiction.


(e)  A party does not waive a right, power or remedy if it fails to exercise or delays in exercising the right, power or remedy. A single or partial exercise by a party of a right, power or remedy does not prevent another or further exercise of that or another right, power or remedy. A waiver of a right, power or remedy must be in writing and signed by the party giving the waiver.

                                                                     
(f)  Except where the Agreement expressly states otherwise, the Agreement does not create a relationship of employment, trust, agency or partnership between the parties.


(g)  The Agreement will be governed by and construed in accordance with the law for the time being in force in New South Wales, and the parties, by entering into the Agreement, are deemed to have submitted to the non-exclusive jurisdiction of the courts of that State.                         


10. Modern Slavery

(a) Each party must comply with all applicable laws relating to modern slavery, including, without limitation, the Modern Slavery Act 2018 (Cth).

(b) The Client represents and warrants that, to the best of its knowledge, neither it nor its officers, employees, agents, contractors or suppliers engage in any conduct that would constitute modern slavery, forced labour, servitude, human trafficking or similar exploitation.

(c) The Client must, on reasonable request by FEAR & GREED Pty Ltd, provide information or documentation demonstrating its compliance with sub-clause (b) above.

(d) FEAR & GREED Pty Ltd may terminate the Agreement with immediate effect if it becomes aware of conduct by the Client that, in FEAR & GREED Pty Ltd’s reasonable opinion, is inconsistent with this clause 10.


11. Sustainability and Responsible Practices

(a) Each party must use reasonable efforts to conduct its business and perform its obligations under the Agreement in a manner that minimises environmental impact, supports sustainable practices, and complies with all applicable environmental laws and regulations.

(b) The Client represents and warrants that any Client Materials and any activities required of FEAR & GREED Pty Ltd in connection with the Services will not require FEAR & GREED Pty Ltd to engage in practices that are inconsistent with responsible environmental management.

(c) The Client must notify FEAR & GREED Pty Ltd promptly if it becomes aware of any environmental or sustainability issue that may materially affect the performance of the Services.

(d) Nothing in this clause 11 requires FEAR & GREED Pty Ltd to take steps that would result in a material increase in the cost of providing the Services unless otherwise agreed in writing by the parties.