Marketing Vision & Action (MVA) – Terms & Conditions 2025
General Terms & Conditions
Definitions
This Agreement applies to all sales of goods and the provision of services by Marketing Vision & Action (MVA) (“the Supplier”) to the Client, together with any non-excludable conditions and warranties expressed by law.
“Agreement” means these Terms & Conditions.
“Client” means the person and/or business described as the client within the “Client Details” section of the order form, proposal, or Contract.
“Authorisation” means the acceptance of the proposal through the online portal, via email confirmation, payment, or by signing the Contract.
“Business Day” means any day that is not a Saturday, Sunday, or public holiday in the state or territory of the Supplier.
“Fees” means the Price together with any Additional Charges incurred relating to this Agreement.
“Scope” means the proposal, brief, or document provided by MVA outlining the services to be delivered.
“Services” means the marketing, digital, or creative services supplied under this Agreement.
“Intellectual Property” means all copyright, trademarks, design rights, domain names, and other intellectual property related to the Services, whether registrable or not.
“Confidential Information” means all information exchanged under this Agreement that is marked confidential or would reasonably be considered confidential.
“Notice of Completion” means written confirmation from MVA that a deliverable or milestone has been completed.
Offers and Acceptance
You engage MVA to provide the Services as outlined in the accepted proposal or Contract.
Acceptance occurs when you:
- Approve the proposal electronically or in writing,
- Make a payment, or
- Sign the Contract.
If acceptance does not occur within 28 days of receiving the proposal, the offer may expire unless extended by mutual agreement.
Scope of Services
MVA provides services including (but not limited to):
- Social Media Marketing (organic & paid)
- Website Design & Development
- User Generated Content (UGC)
- Branding & Creative Design
- Content Creation (photo, video, copywriting)
- Search Engine Optimisation (SEO)
All services will be delivered in accordance with the agreed Scope. Any changes or additions requested beyond the original scope may incur Additional Charges.
Price and Payment
You agree to pay MVA the Price as specified in the proposal or invoice.
Payment terms are as stated in the invoice (default 7 days unless otherwise agreed).
If payment is not received by the due date, MVA may:
- Suspend all services (including hosting or campaign activity), and/or
- Engage a debt recovery agency at the Client’s cost.
MVA provides its Services exclusively; Clients must not engage third parties to perform overlapping or identical work during the contract period.
Notices
All notices must be in writing and delivered via:
- Hand delivery during business hours,
- Registered post, or
- Email to the last known contact address.
A notice is deemed received:
- On the next Business Day if delivered in person or emailed,
- Within 5 Business Days if posted.
A Notice of Completion will be issued for each milestone or deliverable, triggering payment within the agreed timeframe.
Breach & Termination
You will be in breach of this Agreement if you:
- Are unresponsive for extended periods,
- Act in a rude, aggressive, or unprofessional manner,
- Publicly post defamatory comments about MVA,
- Fail to make payments when due, or
- Breach confidentiality or intellectual property terms.
MVA may terminate this Agreement if a breach is not remedied within 14 days of written notice.
Either party may terminate the Agreement if:
- A material breach occurs that cannot be remedied, or
- An insolvency event affects the other party.
Early Termination:
If the Client terminates without cause, a payment equal to 50% of the remaining contract value will be due, with 30 days’ written notice.
General Provisions
- Timeframes are estimates and may vary depending on client feedback and approvals.
- Nothing in this Agreement creates a partnership or agency relationship.
- If a provision is invalid, it will be read down or severed without affecting the rest of the Agreement.
- Both parties agree to act in good faith and do all things reasonably necessary to give full effect to this Agreement.
- Force Majeure: MVA is not liable for delays caused by events beyond its control (e.g. natural disasters, internet outages, illness, etc.).
Confidentiality
Each party must keep all Confidential Information secure and must not disclose it without written consent, except where required by law.
Both parties must use secure methods (e.g., encrypted communications, secure file sharing) when transferring confidential material.
Additional Charges
All additional work beyond the agreed Scope will be charged at MVA’s as an additional task.
Additional work includes, but is not limited to, design revisions, campaign variations, new creative requests, or changes to approved deliverables.
Intellectual Property
Upon full payment of all Fees:
- Ownership of final creative assets, branding, and website materials will transfer to the Client.
- MVA retains ownership of raw files, working files, templates, and proprietary tools unless otherwise agreed in writing.
- MVA reserves the right to display completed work in its portfolio, marketing materials, and case studies.
- A small credit (“Website by MVA”) may appear in the website footer unless otherwise requested in writing.
Indemnity
The Client indemnifies MVA, its employees, and agents from any claims, damages, or losses arising from:
- The Client’s misuse of materials, content, or intellectual property;
- Violations of laws or regulations;
- Third-party claims relating to the Client’s business activities.
This indemnity does not apply where losses are directly caused by MVA’s negligence.
Limitation of Liability
To the maximum extent permitted by law:
- MVA’s total liability under this Agreement shall not exceed 35% of the total Fees paid.
- MVA is not liable for loss of data, business interruption, or consequential damages.
- Each party’s liability will be reduced proportionally where the other party contributed to the loss.
Use of AI and Recordings
MVA may use meeting recording tools and AI-based transcription for note-taking, task tracking, and quality assurance.
By participating in meetings or calls, Clients consent to the use of such tools for internal purposes only.
All data will be handled securely and used only for business and communication purposes.
Warranties
Each party warrants that it has the power and authority to enter into this Agreement.
MVA warrants that it will:
- Exercise due skill and care in delivering the Services,
- Provide work free from defects at the time of delivery, and
- Comply with all applicable laws.
The Client warrants that:
- All provided materials (text, images, video, etc.) are legally owned or licensed,
- Content does not infringe third-party rights or contain unlawful material, and
- The Client will comply with all relevant advertising standards and regulations.
Business Relationship
MVA values strong client relationships. However, if communication or collaboration breaks down (e.g., abusive language, non-responsiveness, unrealistic demands), MVA may cease work immediately and invoice for work completed to date.
Retention of Title
All materials, creative assets, and digital files remain the property of MVA until payment has been received in full.
Service-Specific Terms
1. Social Media Marketing
- All campaigns must comply with the relevant platform’s advertising terms.
- A minimum 3-month term applies unless otherwise agreed.
- MVA manages campaigns via its internal systems; clients do not receive direct access to ad accounts unless specified.
- Ad credits are non-refundable after cancellation.
- 30 days’ written notice is required for cancellation.
2. Website Development
- MVA will deliver websites according to the approved design and scope.
- Bugs or functional issues reported within 60 days of completion will be corrected at no cost.
- Requests beyond the agreed design or content will be billed as Additional Work.
- Hosting or domain fees (if applicable) are invoiced separately and must be paid to maintain service continuity.
3. User Generated Content (UGC) & Content Creation
- The Client is responsible for obtaining all necessary permissions and releases for featured individuals or materials.
- Raw footage and behind-the-scenes content remain the property of MVA unless purchased separately.
- Content is created for agreed campaign purposes and may not be repurposed without approval.
4. Branding
- Branding deliverables (logos, style guides, etc.) are transferred upon full payment.
- Working or editable design files remain the intellectual property of MVA unless agreed otherwise.
5. SEO
- MVA does not guarantee specific keyword rankings or traffic increases, as search algorithms vary.
- The Client agrees not to alter website structures or content that may impact performance without consulting MVA.
- SEO contracts automatically continue month-to-month after the initial term unless cancelled with 30 days’ written notice.
Hosting (if applicable)
- Hosting is billed monthly or annually in advance.
- Non-payment within 7 days may result in suspension.
- Migration or backup services may incur additional fees.
- Hosting may be transferred to another provider with written notice.
Payment Terms
- Payments must be made in accordance with the issued invoice.
- Failed or late payments may incur additional fees.
Director’s Guarantee
If the Client is a company, its Director(s) personally guarantee payment of all Fees and performance of obligations under this Agreement.
Governing Law
This Agreement is governed by the laws of the state or territory in which MVA operates.
