Website & Services Terms

TERMS AND CONDITIONS: Consistent Content Method Service

These terms contained in this engagement constitute a binding agreement (“Agreement”) between the Client ("you" or "Client") and Karen Vivarelli and Kat Jarman of Her Content Team ("We" or "Her Content Team" or the "Service Provider") for the provision of the Services on the terms set out in this Agreement. Collectively, all of the above people or businesses entering this Agreement will be referred to as the “Parties”.

PURPOSE OF THE AGREEMENT

The Client wishes to hire Her Content Team to provide services relating to social media content creation and management, as detailed in this Agreement. Her Content Team has agreed to provide such services according to the terms of this Agreement.

The Client hereby acknowledges all policies and procedures contained within this document and agrees that they are familiar with Her Content Team's work and have done their own research into Her Content Team's services and products, and being satisfied with their research and understanding of Her Content Team’s services and work products, expresses assent to the following terms.

SERVICES AND PAYMENT 

Package:

3 Month Consistent Content Package

Services:

The Client has agreed to retain Her Content Team each month to provide the Client with the services as detailed below: 

1 x Onboarding Call: We'll get right down to business because we want to be effective, fast! We'll talk goals, book our future calls and organise access to all the things we need to begin creating your content.

1 x Set Up: This involves getting you set up in all of our systems to ensure a smooth delivery of our service.

1 x Instagram Profile Glow Up:We'll take a peek at your Instagram profile and provide suggestions for improvement and optimisation.

1 x Facebook Page Audit: We'll cast our eyes over your Facebook Page and provide suggestions for improvement and optimisation.

1 x Custom Content Strategy: Think of this as our road map for our 90 Days together. Customised just for you. So we all know where we are going and exactly how to get there.

12 x social media posts:8 x static posts or carousels and 4 x reels per month.Optimised captions and hooksfor each post.Hashtag sets optimisedfor each post.

Story prompts: We'll collaborate on some story prompts so you can show up on stories (if you wish) and be more visible to your audience.

Canva post designs: We'll get the design aspects of your posts setup and approved for up to 12 branded posts that will include a combination of reels, reel cover thumbnails, carousel posts, quote posts and image posts. These will be designed in your Canva as needed.

3 x Monthly Content Collaboration Call:This is one 90 minute call via Zoom every month to create content together. This is a call between us and you which is part content brainstorm and part content creation. This is our secret sauce to keeping our clients voice intact when we go away and finalise the content for the month ahead.1 x revision & final approval of your content: 

You'll have 1 x revision of content created which should be plenty, given ALL the work we'll do prior to this point.

Scheduling and posting your content for you to your Instagram and Facebook Page:While you are off doing business-y things, we will be scheduling your posts inside of our scheduling tool! We will also keep an eye out to make sure they post ok (and that no IG gremlins are breaking things).

Monitor and reply to comments: The day of publishing we will monitor and reply (if you wish) to your comments and also monitor for spam.

Reporting:At the end of every month we'll send you a report detailing our progress along with the stats that matter to you.

Cost:

As per client invoice.

The Client understands that Her Content Team's services are a 3-month commitment. The Client acknowledges and agrees that all invoices are paid in consideration of Her Content Team’s services, of Her Content Team forfeiting its opportunity to represent other clients, and of its right to secure a claim upon its services.

Payment Terms:

An invoice will be sent each month in advance and is to be paid in full by the due date listed on the invoice. All payments made by the Client to Her Content Team can be paid via electronic funds transfer (EFT), details of which will be listed on each invoice. 

Rush Rates:

If the Client requests that Her Content Team perform the Services outside of Office Hours, at short notice or complete work in 48 hours or less, Her Content Team will have the right to refuse any such service request or agree to the request on the basis that a rush rate of $150 per hour will be applied.

Delivery of Services:

When performing the Services, Her Content Team agrees to perform each requested task within the timeframe agreed between the Parties. If an event occurs beyond Her Content Team's reasonable control that may prevent them from completing a task within the agreed timeframe, Her Content Team agrees to notify the Client as soon as reasonably practicable after they become aware of the potential delay. The Client agrees to act reasonably and negotiate in good faith when determining a revised timeframe for delivery of the Services in view of the changed circumstances.

Outside of Scope Rates

: For any work that falls outside of the scope of the agreed terms, a new Proposal and Contract will be provided. 

Outside of Scope Services: 

What's not included as part of the Services includes, but is not limited to:

Recording video content and taking photos each month will be your responsibility however you will be guided by Her Content Team on what content to record and take;

Posting to stories will be your responsibility and Her Content Team can help with ideas of what to post;

Answering your DMs will be your responsibility.

Her Content Team will monitor and reply to comments (if you wish) on your posts and also monitor and delete spam comments;

Launch strategy, lead generation strategies, sales funnel strategy and optimisation outside of Instagram and Facebook. This is an additional package if needed;

Procuring business or potential clients for the Client;

Performing any business management services for the Client, such as accounting, operations, research, or development;

Therapy sessions in the form of psychotherapy, psychoanalysis, or behavioural therapy;

Publicity, public relations, and/or social media paid ad services;

Legal or financial advice; orIntroduction to Company’s professional network and business relationships.

The Client understands and agrees that Her Content Team's services are limited to the scope of services detailed in this Agreement. The Client may request additional services outside the scope of services provided under this agreement. If the Client requests such additional services, Her Content Team may, in its sole discretion, agree to provide additional services for an additional fee of $150 per hour or an amount that will be agreed upon in writing prior to beginning such additional work.

Office hours:

Office hours are Monday through Friday, 9:00am to 4:00pm AWST. Weekends and public holidays are by request only and may incur a rush rate of $150 per hour. Requests must be submitted no less than 48 hours in advance and must be agreed upon by both the Client and Her Content Team. (Additional payment may be required and if so, must be paid in full at time of request.) Her Content Team is available for Zoom and email communication only during office hours.

Communication: 

Response times:The Client understands that prompt communication is of the utmost importance throughout the content creation process. Her Content Team cannot effectively create the Client's content without the Client’s cooperation. The Client agrees to promptly communicate with Her Content Team and provide them with any requested information related to development of client’s brand, social media, and online presence. In order to ensure prompt communication, the Client agrees to provide Her Content Team with a response to all communications within 72 hours, or as needed by an exact date, from the time Her Content Team sends such communication.Method: Her Content Team's primary method of communication between the parties will be via email and scheduled Zoom calls. The Client agrees to communicate with Her Content Team via email and Zoom.  

Her Content Team DOES NOT support DMs in any social media platforms, Voxer, phone calls, or text to any individual member of the team, including separate communications with Her Content Team, or other members of Her Content Team such as content providers, contractors, or employees.  

All communication for the Client will be through email and Zoom.

Her Content Team alone reserves the right to initiate any other form of communication or change the method of continuing communication at any time.  In the event that any other form of communication is initiated by Her Content Team, it is for that immediate purpose and it is not to be the new standard of communication.

The Client agrees to use email and Zoom for any and all communication purposes, unless otherwise indicated by Her Content Team.  

If Her Content Team changes the primary ongoing communication method, the Client agrees to communicate via Her Content Team's selected communication method.

Professionalism:

The Client agrees that the relationship created with Her Content Team is a professional one, and hereby agrees to treat it as such. The Client shall communicate with Her Content Team and Her Content Team’s employees, contractors, and representatives in a professional and respectful manner at all times.

The Client understands that any form of disrespect will not be tolerated. Disrespect includes talking in a demeaning way, cursing, being rhetorical, or otherwise providing an attitude that would be deemed disrespectful by the reasonable person standard.

Personal or inappropriate conversations with Her Content Team and/or Her Content Team’s team members will not be tolerated.

Specificity: Her Content Team and the Client shall work together to focus attention and direction for a cohesive vision for the Client’s content. The Client understands that clear direction is necessary through the creative development of the Client’s content marketing.

Her Content Team cannot effectively develop the Client’s content marketing without the Client's clear creative direction. The Client agrees to be as specific and detailed as possible with Her Content Team throughout the creative process.

Approval: The Client shall review and approve the work deliverables submitted by Her Content Team within 72 hours or by the date as specified by Her Content Team from sending it to the Client.

It is the Client’s responsibility to adequately examine all work produced during the service and provide Her Content Team with thorough feedback. Client understands that feedback and any requested revisions are due within 72 hours after Her Content Team sent the work deliverables.

If the Client does not submit feedback or requested revisions within the 72 hour timeframe, the Client forfeits the opportunity to provide feedback or request revisions and the work deliverables will be deemed approved by the Client. Her Content Team may, in its sole discretion, provide revision requests made outside of the 72-hour timeframe for an additional fee.

Timeliness: Deadlines may be implemented to ensure Parties stick to the timeline of the project.

The Client is responsible for meeting the deadlines Her Content Team implements. Her Content Team is not responsible for any delays in design, content creation or scheduling due to the Client’s delay in communication, approval, or providing content. If the Client does not meet the deadlines implemented by Her Content Team, Her Content Team has the right to stop working on the Client’s content marketing and the Client will forfeit all services for the month that is impacted by the Client’s delay.

Participation: The Client understands that the Client’s participation is necessary for Her Content Team to provide services to the Client. The Client agrees to participate to the extent necessary for Her Content Team to provide services, including but not limited to attending Zoom calls at the scheduled date and time, completing all required material. The Client understands that if the Client refuses to participate and provide Her Content Team with all requested information, Her Content Team shall not be required to provide the deliverables and/or Services outlined above.

Refund Policy: 

Her Content Team offers no refunds for payments once received and already processed as they will be used to schedule Her Content Team's time for the project and tasks ahead. 

Failure to Perform Services: 

In the event Her Content Team cannot or will not perform its obligations in any or all parts of this Agreement, it (or a responsible party) will:

Immediately give Notice to Client via the Notice provisions detailed in this Agreement; andIssue a refund or credit based on a reasonably accurate percentage of Services rendered; andExcuse Client of any further performance and/or payment obligations in this Agreement.

Force Majeure:

Notwithstanding the above, either party may choose to be excused of any further performance obligations in the event of a disastrous occurrence outside the control of either party that materially affects the Services provided in this Agreement, including:

A natural disaster (fires, explosions, earthquakes, hurricane, flooding, storms or infestation); orWar, Invasion, Act of Foreign Enemies, Embargo, or other Hostility (whether declared or not); orAny hazardous situation created outside the control of either party such as a riot, disorder, nuclear leak or explosion, or act or threat of terrorism.

PROTECTIONS AND RELATIONSHIP

Client’s property & information: 

Her Content Team undertakes to use take all reasonable precautions to safeguard property entrusted by the Client to Her Content Team .

If the Client provides Her Content Team with access to personal or business accounts, the Client acknowledges that it does so at its own risk and that the Client is fully responsible for ensuring the security of its data and that the Client will be responsible for any loss or liability as a result of unauthorised access.

The Client acknowledges that in the absence of gross negligence Her Content Team will not be held liable for loss, destruction or damage of any kind to property resulting from items that are lost or delayed in transit, or subject to unauthorised use by others.

Copyright: 

If the Client requests that Her Content Team source content or images for use on social media, any public platforms, its website or in marketing or other materials relating to its business, the Client acknowledges that it does so at its own risk.  The Client is solely responsible for the decision to source and use such materials, and for ensuring that all appropriate permissions to use the content or images is obtained and that the use is in accordance with the Copyright Act 1968 (Cth) and any other applicable legislation. 

Confidential information: 

For the purposes of this Agreement Confidential Information means any written or oral information that is provided by the Client to Her Content Team that is not Excluded Information (defined below) and that:

is about its affairs, business or identity and is provided to Her Content Team in connection with the performance of the Services;is information that it notifies Her Content Team is considered to be confidential or proprietary;ideas, code, script, indicators, algorithms or similar created in the performance of the Services;is its intellectual property; oris ‘personal information’ for the purposes of the Privacy Act 1988 (Cth).

Excluded Information means information that:

was in the public domain when given to Her Content Team or becomes part of the public domain other than as a result of a breach by Her Content Team of this Agreement;was already in the possession of Her Content Team when it provided it to Her Content Team; orwas lawfully received by Her Content Team from another person who had the unrestricted right to disclose the information free from any obligation to keep it confidential.

Her Content Team agrees to keep confidential all Confidential Information unless:

the Client has given prior written consent to disclosure (not to be unreasonably withheld);Her Content Team is required to by law, regulation, government authority or court to disclose the information; orHer Content Team needs to disclose the information to a third party in connection with the performance of the Services, in which case Her Content Team undertakes to advise the third party of the confidential nature of the information and obtain confirmation from the third party they agree to keep the information confidential in accordance with the terms of this Agreement.

If the Client does not request the return of Confidential Information at the termination of this Agreement, Her Content Team will promptly destroy physical Confidential Information and delete electronic digital copies.  The confidentiality provisions of this Agreement will continue to apply until such time as the Confidential Information is destroyed, deleted or it becomes Excluded Information. 

Indemnification of Her Content Team: 

The Client agrees to release, indemnify and hold harmless Her Content Team from loss, liability, claim, suit, costs or damage in connection with the Her Content Team’s performance of the Services or otherwise resulting from its decisions, directions, supervision or for any breach by the Client of this Agreement (Loss) unless the Loss is caused by the gross negligence or wilful misconduct of Her Content Team.

The Client agrees to pay all costs and expenses (including but not limited to solicitor’s fees and costs) incurred by Her Content Team should she be named as a party in any litigation to which the Client is a party.

The Client acknowledges that Her Content Team will not be held liable for any incidental, consequential or indirect damages (including without limitation damages for loss of profits, business interruption, loss of information, plagiarism etc.) or for any typographic omissions or errors.

Term of Agreement: 

Subject to termination by either party (in accordance with the grounds for termination specified below), this Agreement shall remain in force for 3 months from the date of this Agreement. The option to increase, decrease, pause or suspend support and capacity needs to be expressed in writing with 30 days notice and will be discussed and agreed between the parties before the expiration of this Agreement. This will allow Her Content Team to shift capacity for all parties as required.

Either party may terminate this Agreement for any reason on 30 business days written notice to the other party.  Her Content Team may terminate this Agreement at any time if the Client has consistently failed to respond to queries in a timely manner, failed to provide requested information that is legible, complete and accurate or otherwise have impeded efficient workflows.

Fees accrued and expenses incurred by Her Content Team since the date of the most recent invoice (or if no invoice has been issued, since the date of commencement of work on the Services) up to the date on which the termination notice period expires will be recoverable by Her Content Team in accordance with the invoicing terms of this Agreement.

If you choose to cancel the project midway through the project, where ideas and proposals have been submitted, a refund of your previous payment will not be possible.  

If Her Content Team falls ill or is unable to complete the project due to unforeseen circumstances a portion of the overall budget will be returned.  

Her Content Team offers no refunds for payments already processed as they will be used to schedule their time for the project and work ahead.

Materials and accuracy of information: 

The Client agrees to provide all materials and information pertinent to the provision of the Services or as requested by Her Content Team (acting reasonably) so that she may perform the Services.  

The Client agrees that the accuracy of information supplied to Her Content Team is its sole responsibility.  Her Content Team is not responsible and shall not be held liable for the results if the Services are performed on the basis of inaccurate, incomplete, untruthful or out of date information.

The Client agrees that it assumes full responsibility for the final proofing, accuracy and acceptance of work delivered to you by Her Content Team in connection with the Services.  You acknowledge that Her Content Team is not liable for any errors or omissions.

Nature of Services: 

The Client agrees that you will not use Her Content Team or any of the Services to engage in any illegal or immoral activity.

Independent Contractor: 

This Agreement creates a relationship of principal and independent contractor and does not make either party a joint venture partner, partner, employee or agent of the other.

Her Content Team employees and contractors: 

The Client can not hire the individual service provider(s) provided through Her Content Team outside of the services provided by Her Content Team for at least 1 year after working with Her Content Team.

The Client must not "head hunt" or pursue the service provider(s) to hire them outside of Her Content Team.

If at any time the current team member(s) is no longer a fit for the Client's business, Her Content Team will bring a new team member(s)in to support the Client. That team member(s) services and support are covered under this agreement as well.

If the Client needs to adjust the current support and capacity, those adjustments need to be expressed 15 days before the next month's invoice starts, and adjustments to capacity are limited to a 20% reduction or increased capacity at one time.

Variation of terms: 

The terms and conditions of this Agreement may be modified only by written agreement signed by both parties.

Notices: 

All notices given under this Agreement will be in writing and shall be validly given if made to the other party by any of the following methods; personally served (by hand or by courier); by post; or by email (provided that the sender receives a delivery and/or read receipt from the recipient).

A notice is deemed to be made at the time of delivery if made by hand or courier; 5 days from the date of mailing if made by post; or if made by email on the date of sending provided that the required receipt is received.

Miscellaneous: 

This Agreement constitutes the entire agreement between the Client and Her Content Team and all prior agreements, understandings and representations made by the parties have not further force or effect.

If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect.

The terms of this Agreement shall not be construed against Her Content Team as the party responsible for drafting the Agreement.

Governing law: 

This Agreement is governed by the laws of Western Australia and you agree to submit to the jurisdiction of the courts of Western Australia.