By becoming a client of SOCIALLYSCALED you expressly acknowledge and agree that you have read and understood these terms of service and agree that you are bound by them.
This website and the services provided are operated by SociallyScaled. Throughout the site, the terms “we”, “us” and “our” refer toSociallyScaled. SociallyScaled offers this website, including all information, tools and services available from this site to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here.
By visiting our site and/ or purchasing something from us, you engage in our “Service” and agree to be bound by the following terms and conditions (“Terms of Service”, “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms of Service apply to all users of the site.
Please read these Terms of Service carefully before accessing or using our services.
Any new features or tools which are added to the current service shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on this page. We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to our services following the posting of any changes constitutes acceptance of those changes.
SECTION 1 – PERSONAL INFORMATION
SECTION 2 – NON-DISCLOSURE
Both parties mutually agree that certain confidential information may be exchanged during the course of this engagement. To ensure the protection of such information and in consideration of the agreement to exchange said information, the parties agree not to disclose the following.
a. Technical materials, models and relevant technical articles, technical reports owned by either party; b. Sales materials, including but not limited to all quality management methods, pricing methods, sales methods and customers’ materials;
c. All the intellectual property rights (including those exclusively owned by either party, whether owned now or developed in the future); and,
d. Any other information that either party claims as confidential.
The Client agrees that the Agency may, from time to time, share testimonials and results achieved as a result of service provided for marketing purposes. The Client can request that personal and brand information be omitted from case studies and testimonials.
SECTION 3 – SCOPE OF WORK
The services provided by SociallyScaled are retainer or performance-based and the Client may avail from the Agency for consultation on the nature, timing and extent of these services either via email, over the telephone, in person, or at Customer’s office.
SECTION 4 – ENTIRE AGREEMENT
The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.
These Terms of Service and any policies or operating rules posted by us on this site or in respect to The Service constitutes the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service).
Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.
SECTION 5 – NON-SOLICIT AND COMPETITION
5.1. Acknowledgement You agree and acknowledge that
SOCIALLYSCALED is providing you with access to confidential
information. You acknowledge and agree that:
- 5.1. the restraint imposed by this clause 1:
- (a) is reasonable having regard to the interests of the parties;
- (b) extends no further than is reasonably necessary;
- (c) is reasonably necessary to protect the goodwill of
- (d) is intended to be given its full force and effect;
- 5.1.2. you have received adequate consideration for the restraint obligations agreed to in this clause.
5.2. Non-solicit – clients
5.2.1. You shall not in any Capacity during the Restraint Term, either directly or indirectly, engage in the following activities without the prior written consent of SOCIALLYSCALED:
- (a) solicit, entice, tender for or accept orders or instructions to act for services the same or similar to those provided by SOCIALLYSCALED from any Client of SOCIALLYSCALED such as soliciting Clients to join your Agency or program or marketing services; or
- (b) solicit, entice, tender for or accept orders or instructions to act for services the same or similar to those provided by SOCIALLYSCALED from any person or entity who is being actively sought as a Prospective Client of SOCIALLYSCALED; or
- (c) interfere with, disrupt or frustrate or attempt to interfere, disrupt or frustrate any relationship, contract or other arrangement between SOCIALLYSCALED and any Client; or
- (d) create a competing Agency; or
- (e) solicit or entice any team members of the Agency to join your Agency; or
- (f) attempt to perform any acts listed in clause 5.2.1(a), (b), (c), (d) or (e), on your own behalf or on behalf of any other person or entity who conducts a Competing Business.
5.3. Non-solicit – employees and contractors
5.3.1. During the Restraint Term, you shall not in any Capacity, without the prior written consent of SOCIALLYSCALED:
(a) hire or divert from employment with SOCIALLYSCALED, any person who is an employee or contractor of SOCIALLYSCALED; or
(b) interfere with, disrupt or frustrate or attempt to interfere, disrupt or frustrate any relationship, contract or other arrangement between SOCIALLYSCALED and any employee or contractor.
You shall not, in any Capacity, carry on, or be engaged or financially involved in any Competing Marketing Agency Service.
5.5.1. Your promises in these terms are reasonable and necessary to protect and preserve the interests and assets of SOCIALLYSCALED and the business of SOCIALLYSCALED and irreparable loss and damage will be suffered by SOCIALLYSCALED should you breach any of your promises.
Therefore, you agree and consent that, in addition to all the remedies provided at law or in equity, SOCIALLYSCALED shall be entitled to:
- (a) interim and interlocutory injunctions and temporary and permanent injunctions to prevent a breach or contemplated breach of any of your promises; and
- (b) liquidated damages calculated at 75% of any fees that SOCIALLYSCALED may have been entitled to in the last full financial year had the Client remained with SOCIALLYSCALED.
5.6. Interpretation for clause 1
- 5.6.1. For the purposes of this clause 1, “carry on, or be engaged or financially involved in” will all be given the widest possible interpretation and shall include, without derogation from their generality, management without salary, advising or influencing a competitive business on a continuing basis whether for direct remuneration or benefit or otherwise, and establishing or being interested in or influencing such a competitive business through any association or arrangement with any person, relative, nominee or trust in or over which any interest or influence (absolute or partial) is held.
- 5.6.2. For the purposes of this clause 1, “Capacity” shall mean either the role of or any combination of roles of sole practitioner, partner, associate, Client, Client, director, trustee, beneficiary, unit holder trustee or by any entity in which the Client may have at any time a direct or indirect business interest and whether jointly or individually.
- 5.6.3. For the purposes of this clause 1, “Client” shall mean a client or customer of SOCIALLYSCALED, who has been a client of SOCIALLYSCALED within the 8 years prior the date you agreed to these terms, and “Prospective Client” shall mean any person who is being actively sought as a prospective client of SOCIALLYSCALED as at the date you agree to these terms.
- 5.6.4. For the purposes of this clause 1, “a Competing Service” is any business, organisation or enterprise that either offers goods or services of a same or similar nature to the services provided by SOCIALLYSCALED and includes but not limited to marketing services and consulting services.
- 5.6.5. For the purposes of this clause 1, “Restraint Term” means five (5) years
- 5.6.6. This clause 0 shall have the effect as if it were a number of separate clauses, each one being severable from the other, such separate clauses consisting of the covenants set out in clauses 1.2, 1.3 and 1.4 combined with each separate definition and if any of the separate clauses shall be invalid or unenforceable for any reason, such invalidity or unenforceability shall not affect the validity or enforceability of any other separate clause.
SECTION 6 – INTELLECTUAL PROPERTY & CONFIDENTIALITY
- 6.1 Introduction The two (2) most valuable and essential assets of SOCIALLYSCALED are its Client relationships, and proprietary information. These assets are also the most perishable and easily eroded. If these assets are seriously impaired, the future growth and even the existing level of SOCIALLYSCALED’s operations and financial performance will be negatively impacted. SOCIALLEDSCALED cannot as a practical matter purchase insurance to cover damage or loss of these assets.
- 6.2 Confidentiality and non-disclosure
- 6.2.1. As a client of SOCIALLYSCALED you will or may have access to information consisting training methodologies, written materials, marketing material and systems and other intellectual property which you agree have been disclosed to you in confidence.
- 6.2.2. These are the “trade secrets” of SOCIALLYSCALED and, if not otherwise in the public domain, are confidential information. You will:
- (a) hold all trade secrets in confidence and not discuss, communicate or transmit to others or make any unauthorised copy of or use the trade secrets in any capacity, position or business unrelated to SOCIALLYSCALED and unauthorised by SOCIALLYSCALED;
- (b) take all reasonable action, that SOCIALLYSCALED deems necessary or appropriate, to prevent unauthorised use or disclosure of, or to protect SOCIALLYSCALED’s interests in, the trade secrets;
- 6.3 Intellectual property ownership
- 6.3.1. All right, title and interest to copyright in all works as that term is referred to in the Copyright Act 1968 and including but not limited to all adaptations, compilations, collective works, computer generated works, graphics and future copyright and any other intellectual property, which have been or will be prepared by SOCIALLYSCALED are the sole property of SOCIALLYSCALED. Such materials shall not be copied, disseminated or reproduced in any manner unless authorised by these terms or by SOCIALLYSCALED.
- 6.3.2. All intellectual property including copyright in any content created or shared with the client, employee, contractor is the sole property of SOCIALLYSCALED and you hereby assign any right, title and interest you have in such intellectual property to SOCIALLYSCALED.
SECTION 7 – RELEASE
- 7.1. You acknowledge and agree that SOCIALLYSCALED may use you in its marketing materials (including using your results you have achieved in testimonials) and you release SOCIALLYSCALED from any claim you may have now or in the future with respect to such use.
SECTION 8 – NO REPRESENTATIONS
- 8.1. No representations have been made by SOCIALLYSCALED to you in relation to the:
- 8.1.1. suitability;
- 8.1.2. scope;
- 8.1.3. nature of the market for the service
- 8.1.4. success or potential success of your services
- 8.1.5. value or economic viability of your services
SECTION 9 – TERM
- 9.1. Your commitment to the Agency services are for three (3) months unless stated otherwise
SECTION 10 – SEVERABILITY
- 10.1. These terms will, so far as possible, be interpreted and construed so as not to be invalid, illegal or unenforceable in any respect, but if a provision, on its true interpretation or construction is held to be illegal, invalid or unenforceable:
- 10.1.1. that provision will, as far as possible, be read down to the extent that it may be necessary to ensure that it is not illegal, invalid or unenforceable and as may be reasonable in all the circumstances so as to give it a valid operation;
- 10.1.2. if the provision or part of it cannot effectively be read down, that provision or part of it will be deemed to be void and severable and the remaining provisions of these terms will not in any way be affected or impaired and will continue regardless of that illegality, invalidity or unenforceability.
SECTION 11 – GOVERNING LAW
These Terms of Service and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of Australia.
SECTION 12 – CHANGES TO TERMS OF SERVICE
You can review the most current version of the Terms of Service at any time at this page.
We reserve the right, at our sole discretion, to update, change or replace any part of these Terms of Service by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of or access to our website or the Service following the posting of any changes to these Terms of Service constitutes acceptance of those changes.