Terms and Conditions

These Terms and Conditions (“Agreement”) govern the provision of Influencer Marketing services between Sugar Honey PTY LTD (the “Agency”) and the Client. By agreeing to these Terms and Conditions, the Client acknowledges and accepts the terms outlined herein.

1. Definitions

• Agency: Refers to Sugar Honey PTY LTD.
• Client: Refers to any entity or individual agreeing to these Terms and Conditions for the purpose of obtaining services from the Agency.
• Parties: Refers collectively to both the Agency and the Client.
• Services: Refers to influencer marketing services provided by the Agency, including influencer identification, collaboration management, campaign coordination, and performance tracking.
• Fees: Refers to all amounts payable to the Agency for Services rendered, as detailed in the Payment Terms.
• Client Materials: Refers to documents, graphics, brand assets, or other materials provided by the Client for use in fulfilling the Services.

2. Scope of Services

The Agency will provide influencer marketing services tailored to the Client’s brand and marketing objectives, which may include but are not limited to:

• Identification and vetting of suitable influencers
• Management of influencer collaborations and content approvals
• Campaign coordination, scheduling, and monitoring of performance metrics

3. Term of Agreement

• Service Term: Influencer Marketing services are offered on an as-needed basis, without a minimum commitment. Each month of service will be billed separately based on prior written confirmation from the Client.
• Termination for Breach: Either Party may terminate this Agreement immediately upon written notice in the event of a material breach, including non-payment or failure to meet agreed performance standards.

4. Payment Terms

The Agency utilises a single-payment structure through a third-party payment provider. The Client agrees to:

• Submit Credit Information: Authorise automatic deductions for applicable fees before each billing period begins.
• Fee Structure:
  • A one-time service fee for each month of influencer marketing services rendered.
  • The Client’s acceptance of additional services constitutes agreement to any associated fees, which shall be communicated in writing prior to commencement.
• Pricing Adjustments: The Agency reserves the right to adjust pricing due to inflation, cost increases, or service enhancements, with thirty (30) days’ notice to the Client, allowing the Client the option to review or terminate the Agreement.

5. Late Payment Policy

• A 7-day grace period from the due date is granted for payments. After this, a late fee of 5% of the outstanding balance applies, and the Agency may suspend services if payment remains overdue beyond 7 days.
• If experiencing financial difficulties, the Client should contact the Agency promptly to discuss alternative arrangements.

6. Reimbursement of Expenses

• The Agency will be reimbursed for any reasonable and pre-approved expenses incurred while delivering the Services.

7. Ownership of Intellectual Property

• All intellectual property created under this Agreement will be jointly owned by both the Client and the Agency. Each Party retains the unrestricted right to use this intellectual property for its own marketing and promotional purposes. Neither Party may license, sell, or transfer intellectual property to third parties without written consent from the other.

8. Independent Contractor

• The Agency acts as an independent contractor and not as an employee, agent, or partner of the Client. This Agreement does not create any employment or partnership relationship.

9. No Exclusivity

• This Agreement is non-exclusive, permitting both Parties to contract with other entities for similar services. The Agency may work with other businesses, including those in the Client’s industry.

10. Notices

• All notices or other communications required or permitted under this Agreement shall be provided in writing and may be delivered by email or post.

11. Governing Law

• This Agreement is governed by the laws of Victoria, Australia, and the Parties agree that any disputes arising shall be subject to the jurisdiction of the courts in Victoria.

12. Time of the Essence

• Timeframes established within this Agreement are critical to service delivery, and delays will only be accepted if agreed upon in writing.

13. Enurement

• This Agreement will enure to the benefit of, and be binding on, the Parties and their respective heirs, executors, administrators, and permitted successors and assigns.

14. Severability

• If any provision of this Agreement is deemed invalid, the remaining provisions will continue to be enforceable.

15. Waiver

• No waiver by either Party of any breach or default shall constitute a waiver of any subsequent breach or default.

16. Client Materials

• The Client retains ownership rights to all materials provided to the Agency. The Client grants the Agency a non-exclusive, royalty-free, perpetual licence to use, reproduce, and modify these materials as needed to deliver services and for the Agency’s promotional purposes, including in portfolios and marketing materials.

Offer Overview

• This offer guarantees that if we do not meet the agreed-upon results within the specified timeline, you will not be charged for our service fees. The offer applies to our advertising services, including campaign strategy, management, and optimisation.

Eligibility

• This offer is available for new clients only. Clients must sign up for a minimum campaign period of 60 days for the results-guarantee model to apply. Clients are required to provide all necessary data, including customer details such as phone numbers, email addresses, and any other relevant business data, for better targeting and campaign effectiveness. All client-provided data will be handled and protected under UK data protection laws (including the Data Protection Act 2018), ensuring that personal information is securely managed and not shared with third parties without explicit consent. Clients must also provide accurate information about their business, revenue goals, and any ongoing marketing efforts.

Results Definition

• “Results” refer to measurable, goal-driven outcomes defined and agreed upon before the start of the campaign. These could include, but are not limited to:
  • Lead generation
  • Conversion rates
  • Revenue growth
  • Traffic increases to your website
  • Engagement rates (such as likes, shares, comments, etc.)
• The specific KPIs (Key Performance Indicators) will be documented in the initial agreement and will form the basis for evaluating the success of the campaign

Free Service Clause

• If we fail to meet the agreed KPIs by the end of the contract period, we will not charge for our service fees. However, this does not cover advertising spend (platform costs) paid to third-party platforms (e.g., Facebook, Google, etc.). Clients remain responsible for the ad spend throughout the campaign.
• If the results are achieved, service fees will be due as per the initial agreement.

Ad Spend Responsibility

• Clients are responsible for covering all ad platform costs (e.g., Facebook, Google) during the campaign period. These costs are separate from our agency service fees and are non-refundable.

Limited Availability

• This offer is valid for a limited time only and may be discontinued at the agency’s discretion.
• A cap may apply on the number of clients eligible for this promotion at any given time to ensure quality delivery and results.

Client Cooperation

• The client agrees to provide necessary access and approvals, including ad account access, timely feedback, and business data (such as customer contact details) to ensure optimal campaign performance.
• Clients must remain actively involved in their business operations to ensure campaign success, such as maintaining customer service and sales processes.

Amendments and Termination

• Either party may terminate the agreement with 14 days’ written notice. In the event of early termination, any fees for services already rendered or results already achieved may be payable.

Disclaimers

• While we commit to working for free if results are not met, we cannot guarantee specific outcomes beyond the scope of our services, such as external market conditions, changes in the client’s business, or platform algorithm changes.
• This offer does not apply to businesses involved in restricted industries (e.g., gambling, illegal substances, etc.) or those whose products or services violate advertising platform policies.

Dispute Resolution

• In the event of any disputes regarding the results or fees, both parties agree to enter into good-faith negotiations to resolve the matter.

Modifications

• We reserve the right to update or modify these terms and conditions at any time. Clients will be notified of any significant changes. Acceptance By signing the service agreement, the client acknowledges and accepts the terms outlined in this document.

Acceptance

• By signing the service agreement, the client acknowledges and accepts the terms outlined in these T&Cs.