Terms & Conditions

This agreement (hereinafter “Agreement”) is for consultation services between Sophie Carr (hereinafter “Service Provider”) and you (hereinafter “Client”). Collectively, Service Provider and Client will be referred to as the “Parties.” Client hires Service Provider for services according to the terms set forth below.

1. AGREEMENT

1.1.  The Agreement between you (Client) and us (Service Provider) is made up of these General Terms and Conditions (T&Cs) and the accompanying Schedule.

1.2.  If there is any inconsistency between the T&Cs and the Schedule, the relevant content of the Schedule will override the T&Cs.

1.3.  Any variation to the Schedule must be mutually agreed upon in writing.

1.4.  Both parties agree to abide by any Applicable Law throughout the course of the Agreement.

1.5.  You acknowledge that you have read and understood the T&Cs and Schedule in their entirety prior to signing the Agreement, and have sought professional and/or legal advice should you require clarification on any aspect of the Agreement.

 

2. SERVICES, DELIVERABLES AND FEES

2.1. The total scope of the Services and Deliverables is as set out in the Schedule. If Services or Deliverables outside the scope are required, these will be quoted separately at our hourly rate of $185 + GST.

2.2. The Deposit outlined in the Schedule is due within 7 days of the Date of Agreement indicated in the Schedule. The Services will not commence until the Deposit has been paid. For retainer clients, the first month’s payment will constitute the Deposit.

2.3. The Deposit secures a Start Date for us to commence the Services, as indicated in the Schedule. The Deposit is non-refundable beyond the Start Date. If you wish to delay the Start Date, you must provide us with a minimum of 14 days’ notice, otherwise additional Fees may apply.

2.4. All Fees will be payable via electronic funds transfer to our nominated bank account within 7 days of receiving an invoice from us.

2.5. If you do not pay us any portion of the Fees within the stipulated timeframe, we may charge you interest at the rate of 10% per annum, calculated monthly. If unpaid Fees are recovered through an external agency, you acknowledge that you will be responsible for the costs involved in the recovery.

2.6. You agree to cover any out-of-pocket expenses incurred by us in the course of delivering the Services to you. These additional expenses will be approved by you in writing prior to being incurred.

2.7. Following payment of the Deposit, retainer clients will be billed monthly in advance on the date specified in the Schedule.

 

3. ACKNOWLEDGEMENTS

3.1.  Our ability to meet the Key Dates is partially dependent on how promptly our requests for feedback, content or information are met. Accordingly, you agree to respond to these requests within 5 business days.

3.2.  If feedback is not provided within this timeframe, any draft Deliverables will be deemed accepted and the incorporation of any additional feedback will be subject to our hourly rate.

3.3.  We will not be liable for any errors or defects in the Deliverables after they have been approved by you, and the correction of any errors or defects after completion of the Deliverables will be subject to our hourly rate.

3.4.  We will not be liable for any failure to perform the Services or meet the Key Dates to the extent that it is caused by your non-compliance with your obligations under the Agreement.

3.5.  If we are delayed or prevented from performing the Services or meeting the Key Dates, either due to your non-compliance with your obligations or a Force Majeure event, we reserve the right to reschedule the Key Dates.

3.6.  If we are unable to perform the Services for any reason and are unable to reschedule the Key Dates, you are entitled to terminate the Agreement and receive a full refund of Fees paid, less deductions for Services already performed.

 

4. INTELLECTUAL PROPERTY

4.1.  On full payment of the Fees, we will assign ownership rights (excluding Moral Rights) in the Deliverables outlined in the Schedule to you. You will retain ownership of all information and content you provide to us, and consent to us using same at our discretion while performing the Services and creating the Deliverables.

4.2.  You agree to allow us to reference the Services we have performed for you (using your name, business name, logo and any trademarks) for the purpose of promoting our Services.

4.3.  You agree to credit us with performance of the Services and creation of the Deliverables wherever reference to them may appear.

4.4. You warrant that you have ownership rights in any content or information you provide to us for the purpose of performing the Services or creating the Deliverables.

4.5.  You acknowledge that all Third Party Materials are the exclusive property of their exclusive owners, and where such materials are required to perform the Services, you agree to pay the costs associated with their use.

 

5. TERMINATION

5.1.  Either party may terminate the Agreement for any reason on providing 30 days’ written notice, or immediately if the other party:

1. breaches the Agreement and fails to remedy said breach within 7 days; or
2. becomes insolvent or bankrupt.

5.2.  We may terminate the Agreement with immediate effect if:

1. you do not pay the Fees within the specified timeframe;
2. you fail to respond to our requests for content or information within a reasonable time of our request; or
3. we determine that we are no longer able to perform the Services for any reason.

5.3.  If we terminate the Agreement, we will, at our sole discretion:

complete all work for which you have paid the associated Fees; or

refund Fees paid for work not yet performed, or not able to be performed as a result of termination.

5.4.  If the Agreement is terminated:

1. our obligation to perform the Services will cease;
2. you must immediately pay all Fees payable for the work completed at the date of termination;
3. provided you have paid all Fees due, we will provide you with all work completed up to the date of termination that comprises the Services;
4. any Fees paid for Services not yet performed may be refunded at our sole discretion; and
5. each party must return or destroy (at the other party’s request) all Confidential Information of the other party.

5.5.  If the Agreement is not otherwise terminated, it will automatically expire at the end of your Maintenance Plan Period as set out in the Schedule. Should you require further Services, a new Agreement can be entered into or a new Schedule mutually agreed upon.

6. WARRANTIES AND INDEMNITIES

6.1.  The Services and Deliverables are provided on an “as is” basis, without representation, warranty or condition of any kind (either express or implied).

6.2.  The nature of certain Services means that we are unable to guarantee particular results, and any examples of Services or Deliverables provided to or created for other clients is a representation of potential results only.

6.3.  We are not responsible for any unforeseen advances in or failures of technology, including programs, platforms and other software, that may negatively impact the Services we provide.

6.4.  Any access to passwords or permission to use online accounts is granted at your own risk. You acknowledge that we cannot be held responsible for any loss incurred as a result.

6.5.  You acknowledge that we cannot be held responsible for any impact on the Services or the Deliverables as a result of inaccuracies in information provided to us by you, nor the cost of rectifying such inaccuracies.

6.6.  Any express or implied warranty or condition relating to the Agreement or its subject matter that are not contained in the Agreement are excluded to the maximum extent permitted by law.

6.7.  Nothing in the Agreement excludes, restricts or modifies any condition, warranty, right or remedy implied or imposed by any law that cannot be lawfully excluded, restricted or modified.

6.8.  If any warranty or condition is implied into the Agreement and cannot be excluded, our liability is limited to resupplying the Services or payment of the cost of having the Services resupplied.

6.9.  You agree to indemnify and hold us harmless from all claims and losses (including any third party losses) arising from damage, liability, injury or infringement that arise due to a breach of your obligations under this Agreement or arising out of any information you supply to us.

6.10.  Neither party will be liable or held in breach of the Agreement for any failure to perform its obligations to the extent that said failure is caused by the other party’s non-compliance, negligence or misconduct, or a Force Majeure event.

6.11.  Neither party will be liable to the other for any loss or damage arising out of the Agreement, whether foreseeable or not and however caused, with the exception of confidentiality and indemnification obligations.

6.12.  We will not be liable for any loss or damage suffered by a third party in connection with the Agreement.

6.13.  Each party agrees to take reasonable steps to mitigate any loss, damage or expense it may suffer or incur, arising out of anything done or not done by the other party in connection with the Agreement.

6.14. Our liability to you (including under indemnity) is capped to the return of all Fees paid and will be reduced to the extent that your acts or omissions contribute to or cause the liability.

 

7. CONFIDENTIALITY AND PRIVACY

7.1.  Each party agrees that, unless it has the prior written consent of the other party, it will:

a. keep the Confidential Information of the other party confidential at all times;

b. ensure that any person to whom Confidential Information is disclosed is aware of and complies with this clause; and

c. where there is prior consent, inform the other party of any proposed disclosure, including the form of disclosure, within a

reasonable timeframe.

7.2.  These obligations of confidentiality do not apply to any disclosure that:

a. is for the purpose of performing the Agreement or exercising a party’s rights under the Agreement;

b. is required by Applicable Law; or

c. relates to Confidential Information that is publicly available through no fault of the receiving party, or was rightfully received from a third party without restriction and without the breach of any obligation of confidence.

 

8. MISCELLANEOUS

8.1.  Relationship of Parties

We are independent contractors, and the relationship between you and us does not constitute that of a partnership, joint venture or employer and employee. We will be responsible for sourcing and utilising our own equipment and work premises unless otherwise agreed.

8.2.  Subcontractors
We may use subcontractors to perform some or all of the Services. These subcontractors may be located outside of Australia.

8.3.  Non-Disparagement
Without limiting either party’s rights, each party agrees not to disparage the other or provide negative feedback in a public forum (such as social media or an online review platform) at any time during or following provision of the Services. Where either party is dissatisfied, the issue must be dealt with in accordance with the provision of this Agreement relating to disputes.

8.4.  Disputes
Should a dispute of any kind arise during or following provision of the Services, you agree to contact us so that we can discuss the matter. Both parties will use their best efforts to resolve any dispute in good faith. Failing this, both parties will use their best efforts to resolve the dispute by engaging in mediation in the State where we reside at the time. All costs associated with the dispute, including legal, mediation or arbitration fees, will be borne by you.

8.5.  Notices
Where a party gives notice, it must be done in writing to the email address specified in the Schedule, or by post to the residential or business address specified in the Schedule. For email, the notice will be considered delivered on the date it was sent, unless a delivery failure notice was received. For registered or express post, the notice will be considered delivered within 5 Business Days of being sent.

8.6.  Entire Agreement
This Agreement constitutes our entire agreement with you about the subject matter. It supersedes all previous agreements, understandings and negotiations, whether written or verbal.

8.7.  Governing Law
The formation, construction, performance and enforcement of the Agreement will be in accordance with Queensland law. You and we submit to the exclusive jurisdiction of the courts of Queensland.

8.8.  Execution and Counterparts
The Agreement will become binding when it is signed by the parties, which may be by way of electronic signature, including by clicking “I consent” or similar. If the Agreement is executed in this way, it will be considered an original that has been properly executed.

8.9.  Amendment or Variation
Any amendment or variation to the Agreement is not effective unless agreed by you and us in writing.

8.10. Validity
If any provision of the Agreement is held invalid or unenforceable, it will either be severed from the Agreement or replaced by a valid or enforceable provision, which will take effect immediately. All other provisions will remain in effect.

8.11. Assignment
You are not permitted to assign the Agreement or otherwise deal with any benefits or rights under it without our prior written consent. Conversely, we may do so without your consent.

8.12. Interpretation
All headings are for ease of reference and do not affect the interpretation of the Agreement. Words in the singular include the plural and vice versa, and references to “including” and similar words do not imply any limit

 

9. DEFINITIONS

9.1.  Agreement
These Terms and Conditions and the Schedule together.

9.2.  Applicable Law
Any applicable statute, regulation, bylaw, ordinance, policy or subordinate legislation in force in Australia, whether made by a State, Territory, the Commonwealth or local government, that may apply to the Services or either party’s obligations under the Agreement.

9.3.  Business Day
A day other than a Saturday, Sunday or Public Holiday in the state of Queensland.

9.4.  Client
The party referred to in this Agreement as “you”, whose details appear in the Schedule.

9.5.  Confidential Information
Information of a confidential nature, including information about a party’s business, operations, strategy, policies, procedures, administration, technology, affairs, clients, customers, employees, contractors or suppliers, and the terms of the Agreement, excluding any information in the public domain (other than through a breach of confidence).

9.6.  Deliverables
The works we are engaged to create for your business’ use in line with your instructions, as outlined in the Schedule.

9.7.  Deposit
The portion of the Fees payable prior to commencement of the Services.

9.8.  Fees
The amounts payable to us, in Australian Dollars, as set out in the Schedule.

9.9.  Force Majeure
An event beyond anyone’s control, such as an emergency, injury, illness, pandemic or natural disaster.

9.10.  GST
Goods and services tax chargeable under A New Tax System (Goods & Services Tax) Act 1999 (Cth).

9.11.  Intellectual Property
All current and future registered and unregistered rights in respect of patents, copyright, designs, trade marks, confidential information, data and all other rights resulting from intellectual activity, whether created before or after the Start Date and whether in Australia or otherwise, that are connected with the products or services of the Service Provider or are created or conceived by the Service Provider (independently or jointly with a third party) in the course of their engagement under the Agreement.

9.12.  Key Dates
The dates set out in the Schedule on or by which certain project milestones will take place or payments will be due.

9.13.  Maintenance Plan Period
The period of time during which we will provide you with up to 6 hours of support following completion of the Services.

9.14.  Moral Rights
The rights granted under the Copyright Act 1968 (Cth) to attribution of authorship, not to have authorship falsely attributed and integrity of authorship, as well as any similar rights existing under foreign laws.

9.15.  Services
The services we are engaged to provide, as set out in the Schedule.

9.16.  Service Provider
The party referred to in this Agreement as “we” or “us”, whose details appear in the Schedule.

 

 

 

 

 Website Terms Of Use And Disclaimer

 

Welcome to our website. This website (located at www.sophiecarr.com) is owned and operated by Sophie Carr  (ABN 87916872200) (“Sophie Carr”, “we”, “us”). Should you continue to use this website, you are agreeing to comply with and be bound by the following terms and conditions of use and disclaimer which, together with our Privacy Policy, govern our relationship with you in connection with this website. Should you not agree with any of these terms and conditions, please do not use our website.

Please note that further terms and conditions govern the purchase of any or services described on our website. Please refer to our Client Agreement.

Your use of this website is subject to the following terms and conditions:

1. Use of our website

The content of this website is for your general information and use only and is subject to change without prior notice.

You can only ever use our website for lawful purposes (such as researching our goods and services or contacting us) in a manner consistent with the nature and purpose of the website, and in a way that doesn’t impact on anyone else’s use and enjoyment of the website. We have a zero-tolerance policy for users who conduct themselves unlawfully or encourage such conduct, who post any defamatory, obscene, offensive or scandalous material, harass or cause distress or inconvenience to any person, or disrupt the website. We reserve the right to ban any users who engage in such behaviour.

You’re not permitted to change, add to, remove, deface, hack or otherwise interfere with our website or any material or content displayed on the website, or attempt to do any of those things.

Unauthorised use of this website may be a criminal offence and/or give rise to a claim for damages.

2. Intellectual property

This website contains material which is owned by or licensed to us. This material includes, but is not limited to, the content, design, layout, appearance, look, graphics, text, logos, button icons, video images, audio clips, code, scripts, design elements and interactive features of the website, and is protected by copyright under the laws of Australia and through international treaties.

Unless we say otherwise, all rights (including copyright) in the website are owned or controlled by us and are reserved by us.

Any reproduction of the website or website content is prohibited other than in accordance with these terms.

All designs, trademarks, service marks and trade names are owned, registered and/or licensed by us, save for any trademarks reproduced on this website which are not the property of or licensed to us, which are acknowledged on the website.

As a user of our website, we grant you a worldwide, non-exclusive, royalty-free, revocable license to use our website in accordance with these terms, to copy and store the website and its content in your device’s cache memory and to print pages from the website for your own personal and non-commercial use.

Except as outlined above, we don’t grant you any other rights whatsoever in relation to the website- all other rights are expressly retained and reserved by us and nothing you do on or in relation to the website will transfer any intellectual property or associated rights.

If you would like to share our website or social media content that’s freely available for re-use or is in the public domain, you are permitted to do so, as long as you attribute same to us and link back to our website. If you’d like to share, re-publish or otherwise use our website or content in a way that you aren’t expressly authorised to do by these terms, please don’t hesitate to get in touch with us.

3. Submissions

We’ll sometimes ask our users to contribute content to our website or social media. Please note before you do so that any material you send to us (including any data, questions, comments, suggestions, ideas, designs, images, videos, audio, marks or other information) will be deemed to be non-confidential and non-proprietary unless you tell us otherwise. You authorise us to use it for any purpose, without compensation to you.

If you find something offensive or inappropriate, please don’t hesitate to get in touch with us and we’ll review the material to see whether it should be removed.

4. Privacy

We take your privacy seriously. All information we collect through your use of the website and how we use and disclose it is set out in our Privacy Policy, which is available on our website.

5. Links to our website

If you would like to link to our website, please get in touch with us with your URL, a brief description of your website and why you want to establish a link. Please note that if we allow you to link to our website, we may impose certain terms or conditions.

If the nature or content of your website changes in any significant way after the authorised link is established, you must let us know and provide us with a new description of your website. If the change means that your website is no longer a good fit with ours, we may ask you to remove the link. Refusal will constitute a breach of these terms.

6. Links from our website to other websites

We may also, on occasion, include links to other websites which are not controlled by us. These links are provided for your convenience to provide you with further information. You acknowledge that they are used at your own risk. Please note that we include these links for your convenience, however, we don’t necessarily endorse or support the views, opinions, standards or information expressed on them. We have no control over the nature, content and availability of those websites. For your own safety, please make sure you check the protocols and standards of the linked sites before using them.

7. Our use of cookies

We use cookies to monitor browsing preferences and to help us improve, promote, and protect our website and services. By continuing to use the website, you agree to our cookie policy. You can find out more information about our cookie policy in our Privacy Policy, which is available on our website.

8. Security

Our website is security assured by VentraIP. We use our best endeavours to ensure the website is free of any malware, bugs, viruses, trojan horses, ransomware or other harmful code or communications which may be transmitted to or through the website, including links to other sites.

9. Disclaimer and Indemnity

Nothing in these terms limits or excludes any rights, guarantees, warranties, representations or conditions that you are entitled to by law that can’t be limited or excluded, including under the Australian Consumer Law, which forms Schedule 2 to the Competition and Consumer Act 2010 (Cth) (ACL).

Apart from that, to the extent permitted by law, we exclude all terms, guarantees, warranties, representations or conditions as to the performance, accuracy, timeliness, completeness or suitability of the information and materials found or offered on this website for any purpose which is not expressly stated in these terms. You hereby acknowledge that such information and materials may contain mistakes, inaccuracies or errors and we expressly exclude any liability for such to the fullest extent permissible by law.

We will not be liable for any special, indirect or consequential loss or damage (unless such loss or damage is reasonably foreseeable resulting from our failure to meet an applicable consumer guarantee to which you are entitled under the ACL), loss of profit or opportunity, or damage to goodwill arising out of or in connection with the website or these terms (including as a result of not being able to use the website), whether at common law, under contract, tort (including negligence), in equity, pursuant to statute or otherwise. If we can’t exclude liability but we can limit it, we limit it to the maximum extent permitted under section 64A of the ACL.

We make the website available to you, however, you use it at entirely your own risk, for which we will not be liable. Everything on the website is provided “as is” and “as available” – we don’t make any representations or warranties of any kind – and we exclude all liability for loss or damage you might suffer because of:

• failures, errors, mistakes, inaccuracies, interruptions, defects, delays, viruses, lost, stolen, altered or misused data, unlawful third-party conduct arising out of the website;
• unsuitable or out-of-date information on the website (including third-party material and advertisements on the website);
• you or any other person acting or not acting, on any information;
• personal injury or property damage of any nature resulting from your or any other person’s access to or use of the website;
• any unauthorised access to or use of information or data, including personal and financial information, collected by us;
• any interruption of transmission to or from the website;
• any unauthorised access to or use of information or data, including personal and financial information, collected by us;
• any malware (bugs, viruses, trojan horses, ransomware or other harmful code or communications) which may be transmitted to or through the website, including links to other sites;
• costs incurred by you in using the website; and
• links which are provided for your convenience.

It is your own responsibility to ensure that any services or information available through this website meet your specific requirements.

You indemnify us from and against all claims, suits, demands, actions, liabilities, costs and expenses (including legal costs and expenses on a full indemnity basis) resulting from your use of the website.

10. Changes to Terms

If we decide to change these terms (and we can do so at any time), we’ll post a copy of our revised terms on our website. Changes to the terms will take effect immediately on being published on the website. Your continued use of the website indicates your acceptance of the revised terms.

11. Severance

If any part of these terms is found to be void or unenforceable by a Court of competent jurisdiction, that part will be severed and the rest of the terms will remain in force.

12. No Affiliation

Our website is not a part of the Facebook website, Facebook Inc, YouTube, Instagram, Snapchat, Twitter or Google, nor is it endorsed by or affiliated with any of those websites or their owners in any way.

13. Termination

The agreement between us constituted by your use of the website may be terminated at any time by us without notice, in which case all disclaimers and limitations of liability will survive termination, however, you will no longer be authorised to access the website.

14. Jurisdiction

As we are based in Queensland, these terms will be governed by the laws of Queensland. In the event of any dispute, we ask that you first contact us, and we’ll do our best to resolve the dispute to our mutual satisfaction quickly, cheaply and efficiently. If we do end up in court, you agree that the exclusive venue for resolving any dispute will be in the courts of Queensland and courts of appeal from them.

This document was last updated: 05/09/2024