Welcome to anitat.co (the ‘Website‘). The following terms are for your confidence and my own. The Website allows you to browse products and services provided by Anita T (the ‘Services‘).
The Website is operated by Anita T (ABN 71 500 954 849). Access to and use of the Website, or any of its associated Products or Services, is provided by Anita T. Please read these terms and conditions (the ‘Terms‘) carefully. By using, browsing and/or reading the Website, this signifies that you have read, understood and agree to be bound by the Terms. If you do not agree with the Terms, you must cease usage of the Website, or any of Services.
By requesting the services of Anita T, more formerly known as Anita Tibbertsma (ABN 71 500 954 849), you accept these terms and agree to be bound by them.
Anita T may change the terms if your requirements change or if there are issues encountered which may mean the business will be unable to deliver to specification. Any changes will be discussed and agreed upon by both parties in advance. Costs may be updated, subject to the approval of both parties.
See also: Scope.
In the event of any inconsistency between these terms and conditions and the Key Agreement Details, the clauses of these terms and conditions will prevail to the extent of such inconsistency, except that any “Special Conditions” specified in the Key Agreement Details will prevail over these standard terms and conditions to the extent of any inconsistency.
This agreement commences on the day of order/Start Date specified in the initial product order page on anitat.com.au and/or Key Agreement Details. Terms will continue until agreed project deliverables have been served, and subscription-based services will continue indefinitely unless terminated earlier in accordance with clause 11 (the Term).
(a) In consideration for the payment of the Fees, Anita T will provide the Client with the services ordered via anitat.com.au or set out, in writing, in the Key Agreement Details in the form of a client proposal or quote (Services).
(b) Unless otherwise agreed, Anita T may, in her discretion:
(i) not commence work on any Services until the Client has paid any Fees or deposit payable in respect of such Services; and
(ii) withhold delivery of Services until the Client has paid the invoice in respect of such Services.
(c) Any time frame agreed for the performance of the Services is indicative only and subject to change on notice by Anita T.
Adjustments to the original project scope will require adjusted pricing. Scope creep may occur if we:
(a) The Client must pay a ‘change in scope fee’, in an amount reasonably determined by Anita T (Change Fee) for changes to Services requested by the Client which alter the scope set out in the initial order via anitat.co OR proposal's Key Agreement Details and requires Anita T to perform additional work or incur additional costs (Changes).
(b) Anita T may in its discretion extend or modify any delivery schedule or deadlines for the Services as may be reasonably required by such Changes.
(c) Anita T will only be required to perform the Changes if:
(i) the Client requests the change in writing with sufficient detail at least 24 hours’ notice (excluding weekends and public holidays);
(ii) Anita T agrees in writing to perform the Changes;
(iii) the Client confirms in writing that they wish for Anita T to proceed with the Changes and the relevant Change Fee; and
(iv) the Client agrees to pays the Change Fee.
(d) This agreement will apply to any Services that are the subject of a Change without this agreement needing to be signed again.
Anita T + subcontractor/s will provide the following services:
Additional Services:
Anita T + subcontractor/s may provide you the following Services:
Fees: Service fee is a reoccurring subscription fee, a minimum of $500/month and 25% of ad spend thereafter the $500 minimum is reached.
Payment Terms: Fees to be invoiced to the Client or debits from the Clients agreed payment arrangement within 7 days of the end of the relevant month and to be paid by the Client within 7 days of receipt in accordance with this agreement.
If the Key Agreement Details state that the Services include cost-per-click advertising services such as Google Ad, Instagram, YouTube and Facebook Ads or sales funnels, nurture emails or the design of landing pages (Paid Advertising), the Client acknowledges and agrees that (unless otherwise agreed in writing):
(a) Anita T makes no promise or guarantee regarding the effectiveness of any Paid Advertising, including as to conversion rates, but instead by using its professional skills aims to deliver an incremental improvement of the Client’s results;
(b) the effectiveness of the Paid Advertising may be affected by the following circumstances:
(i) the Client’s account that is used by Anita T to perform the Paid Advertising being cancelled or disabled on a temporary or permanent basis;
(ii) unintentional human errors by Anita T or Anita T's third-party service providers;
(iii) the platform that is used by Anita T to perform the Paid Advertising changes its functionality or has functionality issues; or
(iv) fluctuations in market responsiveness and need for the Client’s products or services,
and Anita T will not be liable for any loss or damage suffered by the Client arising from such circumstances.
(c) If Anita T will use the Client’s Paid Advertising accounts (Client Ad Accounts) to provide the Paid Advertising Services, then Anita T will ensure that, after the relevant Term:
(i) Anita T will not access the Client Ad Accounts; and
(ii) the Client is provided access to the Client Ad Accounts.
(d) If Anita uses its own accounts to provide Paid Advertising Services, the account will be owned and operated by Anita T (Anita T Ad Accounts) and Anita T will own all Intellectual Property Rights in the information, data and other material in the Anita T Ad Accounts. The Client will have no rights to access, operate or use the Anita T Ad Accounts at any time, including after the Term.
(a) Anita T will endeavour to spend the predetermined Paid Advertising budget each month to the best of its ability and will not be liable for any under or overspend incurred by the Client.
(b) The Client acknowledges and agrees that third party Paid Advertising providers, such as Google Ads, may under or overspend a campaign budget and that Anita T is not in any way liable for such amounts.
(a) Unless otherwise agreed in writing, the Service Fees charged by Anita T do not include Paid Advertising ad spend amounts or fees. The Client will be responsible for paying these amounts and fees in addition to the Service Fees, along with any deposit set out in the Key Agreement Details.
(b) If requested by Anita T, the Client must provide Anita T with its credit card, direct debit or other financial details for the purposes of making Paid Advertising ad spend payments on the Client’s behalf.
(c) The Client consents to Anita T’s using of the Client’s credit card, direct debit or other financial details on its behalf to make Advertising ad spend payments or for any other related services reasonably necessary for Anita T to perform the Services.
The timelines outlined in on service (product) pages are Anita T's best estimations. Many factors can impact the estimated timeframes of custom digital projects and are therefore subject to change based on:
In the event of any inconsistency between these terms and conditions and the Key Agreement Details, the clauses of these terms and conditions will prevail to the extent of such inconsistency, except that any “Special Conditions” specified in the Key Agreement Details will prevail over these standard terms and conditions to the extent of any inconsistency.
The Client acknowledges and agrees that:
(a) all information provided as part of the Services is an opinion only, based on Anita T’s experience and best practice;
(b) Anita T does not guarantee any particular outcome, or any particular decision from any third party, on any issue, if the Client relies on the Services; and
(c) it is the Client’s responsibility to comply with applicable regulations relevant to the Client’s business, including industrial relations laws and privacy laws.
(d) to the maximum extent permitted by applicable law, including the Competition and Consumer Act 2010 (Cth), all express or implied guarantees, representations and warranties not expressly stated in this agreement are excluded.
This agreement commences on the date of purchase. Projects will continue until hand-over, and subscription based services such as Google Ads Management, will continue indefinitely unless terminated earlier in accordance with clause 3 (the Term).
Should you feel you have cause to complain about any aspect of the service, you must put any concerns in writing to Anita T who will work to resolve any issues.
At any time upon 30-days' notice from the Client, the Client may request Anita T to cancel or amend any and all plans, subscriptions, schedules or work-in-progress on this project. Anita T shall take all reasonable steps to comply with any such request to the extent that it can do so within its contractual obligations to suppliers or other third parties. In the event of any cancellation or change, the Client shall pay to Anita T all amounts incurred in relation to any services performed up in relation to the project to the date of notice by the Client, including any fees and expenses, and any charges to which Anita T is or may be committed (including but not limited to non-cancellable third party costs). Anita T may also cancel the service arrangement with reasonable notice to the client.
Either party may terminate this Agreement immediately by written notice if any of the following events occur:
(a) Either party may terminate this agreement at any time by providing 30 days’ written notice to the other party. The date of termination will be the date that is 30 days from the date of the notice.
(b) Either party (Non-Defaulting Party) may terminate this agreement immediately by written notice to the other party (Defaulting Party) if the Defaulting Party:
(i) is in breach of this agreement and either:
(A) fails to remedy such breach within 14 days of receiving notice from the Non-Defaulting Party requiring it to remedy such breach; or
(B) that breach is not capable of remedy; or
(ii) ceases, suspends or threatens to cease or suspend to conduct its business.
The date of termination will be the date that notice is given.
The expiration or termination of this agreement will not prejudice any accrued rights or liabilities of either party, nor excuse either party from a breach of this agreement occurring prior to expiration or termination of this agreement.
Upon expiration or termination of this agreement:
(a) the Client will pay any outstanding Fees for Services provided (or that would have been provided but for the termination notice) up to the date of termination;
(b) the Client must pay all amounts owed for Services already provided as at the date of termination;
(c) each party must return all property of the other party to that other party;
(d) the Client must immediately cease using all Developed IP and Anita T IP; and
(e) each party must immediately return to each other party, or (if requested by that party) destroy, any documents in its possession or control containing Confidential Information of the other party.
In the event the Client terminates this agreement less than 6 months from the Start Date, Anita T may, at its sole discretion, cancel or, where necessary, transfer to Anita T all Paid Advertising campaigns in the Client Ad Accounts and/or Anita T Ad Accounts created by Anita T. The Client acknowledges and agrees that this is a fair and reasonable outcome for early termination.
Any clause that by its nature would reasonably be expected to be performed after the termination or expiry of this agreement will survive and be enforceable after such termination or expiry.
Other than a claim for interlocutory relief, the parties must, without delay and in good faith, first attempt to resolve any dispute which arises out of or in connection with this agreement prior to commencing any legal proceedings.
A notice or other communication to a party under this agreement must be delivered via email to the other party, to the email address specified in this agreement. The parties may update their Email Address by notice to the other party.
The relationship between the parties is that of independent contractors and nothing in this Agreement will be construed as giving rise to the relationship of principal and agent, trustee and beneficiary, joint ventures or partnership.
The Client grants to Anita T (and its subcontractors, employees or agents) a non-exclusive, royalty free, non-transferable, worldwide and irrevocable license to use the Client Content to the extent reasonably required to perform any Services.
The Client:
(a) warrants that Anita T’s use of Client Content as contemplated by the Key Agreement Details will not infringe any third-party Intellectual Property Rights; and
(b) will indemnify Anita T from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) which arise out of such infringement.
Anita T will use its best efforts to ensure that the Client Content is stored securely. However, Anita T does not accept responsibility or liability for any unauthorised use, destruction, loss, damage or alteration to the Client Content, including due to hacking, malware, ransomware, viruses, malicious computer code or other forms of interference.
(a) The Client will not acquire Intellectual Property Rights in any Anita T IP. Any Developed IP will be solely and exclusively owned by Anita T.
(b) During the Term, Anita T grants to the Client a non-exclusive, royalty free, non-transferable, worldwide and revocable license to use Anita T IP and any Developed IP to the extent required for the Client to use, enjoy the benefit of or exploit the Services and/or Deliverables
(c) At the end of the Term, the Client’s license to Anita T IP and Developed IP will be revoked and the Client is not entitled to use Anita T IP or Developed IP in any way.
For the purposes of this clause 9:
(a) “Client Content” means any documents or materials supplied by the Client to Anita T under or in connection with this agreement or the Key Agreement Details, including any Intellectual Property Rights attaching to those materials.
(b) “Developed IP” means any materials produced by Anita T in the course of providing Services or Deliverables including photographs, documentation, reports, data, designs, concepts, know-how, information, advice, opinions, emails, notes whether in draft or final form, in writing, provided orally, either alone or in conjunction with the Client or others, and any Intellectual Property Rights attaching to those materials.
(c) “Anita T IP” means all materials owned or licensed by Anita T that is not Developed IP and any Intellectual Property Rights attaching to those materials.
(d) “Intellectual Property Rights” means any and all present and future intellectual and industrial property rights throughout the world (whether registered or unregistered), including copyright, trademarks, designs, patents, moral rights, semiconductor and circuit layout rights, trade, business, company and domain names, and other proprietary rights, trade secrets, know-how, technical data, confidential information and the right to have information kept confidential, or any rights to registration of such rights (including renewal), whether created before or after the date of this agreement.
(a) (Limitation of liability) To the maximum extent permitted by applicable law, the maximum aggregate liability of Anita T to the Client in respect of loss or damage sustained by the Client under or in connection with this agreement is limited to $5,000.00.
(b) (Indemnity) The Client agrees at all times to indemnify and hold harmless Anita T and its officers, employees and agents (“those indemnified”) from and against any loss (including reasonable legal costs) or liability incurred or suffered by any of those indemnified where such loss or liability was caused or contributed to by the Client or the Client’s officers’, employees’ or agents’:
(i) breach of any term of this agreement;
(ii) breach of any third-party intellectual property rights; or
(iii) negligent, fraudulent or criminal act or omission.
(c) (Consequential loss) Anita T will not be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue arising under or in connection with this agreement or any goods or services provided by Anita T, except to the extent this liability cannot be excluded under the Competition and Consumer Act 2010 (Cth) or any other applicable law.
Anita T may, at her discretion, employ third party companies and individuals to facilitate marketing services.
(“Service Providers”), provide my marketing services on Anita T's behalf, perform service-related services or assist me in analyzing how my marketing services are used. Eg. Google Analytics, SEMRush.
(a) If the Services involve Anita T acquiring goods and services supplied by a third party on the Client’s behalf, the Client acknowledges that third party terms & conditions (Third-Party Terms) may apply.
(b) The Client agrees to any Third-Party Terms applicable to any third-party goods and services that are used in performing the Services or providing any deliverables, and Anita T will not be liable for any loss or damage suffered by the Client in connection with such Third-Party Terms.
(a) The Client must provide Anita T with all documentation, information and assistance reasonably required by Anita T to perform the Services, including but not limited to administrator access (including login details and passwords) to the Client’s Google Ad account and any other third party or other accounts used by the Client as reasonably required by Anita T to perform the Services such as Google Analytics, Google Tag Manager, Zapier, Meta Business Manager, Google My Business, Data Studio, Active Campaign.
(b) The Client warrants that all information, documentation and other material it provides to Anita T for the purpose of receiving the Services, including company information, marketing information, financial records and commercial information, is complete, accurate, compliant with any applicable laws and industry regulations, and up-to-date.
(c) The Client releases Anita T from all liability in relation to any loss or damage arising out of or in connection with the Services, to the extent such loss or damage is caused or contributed to by information, documentation or any other material provided by the Client being incomplete, inaccurate or out-of-date.
The Client agrees that it will not by receiving or requesting the Services:
(a) breach any applicable laws, rules and regulations (including any applicable privacy laws); or
(b) infringe the intellectual property rights or other rights of any third party or breach any duty of confidentiality.
(a) The Client acknowledges and agrees that it is responsible for insuring itself against its risks under and in connection with this agreement.
(b) The Client must ensure that it effects and maintains adequate insurance to cover the Client’s risks and liabilities under this agreement and any activities undertaken by the Client in connection with this agreement, including marketing campaigns, including as applicable to the particular activity, business insurance, professional indemnity insurance, errors and omissions insurance and public liability insurance.
(a) The Client must pay the Fees in the amounts, and in accordance with the Payment Terms, set out in the Key Agreement Details/product order.
(b) To the maximum extent permitted under the Competition and Consumer Act 2010 (Cth), any Fees paid in accordance with this agreement are non-refundable.
Anita T will issue a valid tax invoice to the Client for payment of the Fees as set out in the Key Agreement Details. The Client must pay the Fees in accordance with the remittance method set out in an invoice.
If the Client does not pay an amount due under this agreement on or before the date it is due:
(a) Anita T may immediately suspend provision of the Services;
(b) Anita T may seek to recover the amount due by referring the matter to a collection agency;
(c) without limiting any of Anita T’s other rights under these terms, the Client must pay Anita T interest at the rate of 15% per annum on each amount outstanding, accruing daily and compounding monthly, from the due date for payment to the date on which payment is received by Anita T; and
(d) the Client must reimburse Anita T for any costs it incurs, including any legal costs, in connection with recovering the amount due or enforcing any of its rights under this agreement.
Unless otherwise agreed, any third-party costs incurred by Anita T in the course of performing the Services may be billed to the Client.
Unless otherwise indicated, amounts stated in the Key Agreement Details or product pages do not include GST. In relation to any GST payable for a taxable supply by Anita T, the Client must pay the GST subject to Anita T providing a tax invoice.
Anita T reserves the right to charge credit card surcharges in the event payments are made using a credit, debit or charge card (including Visa, MasterCard, American Express or Diners Club).
(a) Except as contemplated by this agreement or the Key Agreement Details, a party must not and must not permit any of its officers, employees, agents, contractors or related companies to use or to disclose to any person any Confidential Information disclosed to it by the other party without its prior written consent.
(b) This clause does not apply to:
(i) information which is generally available to the public (other than as a result of a breach of these terms or another obligation of confidence);
(ii) information required to be disclosed by any law; or
(iii) information disclosed by Anita T to its subcontractors, outsourced workers, employees, cloud storage providers or agents for the purposes of performing the Services or its obligations under this agreement.
(c) For the purposes of this clause 17.1, “Confidential Information” means information of or provided by a party to the other party under or in connection with this agreement or the Key Agreement Details that is by its nature confidential information, is designated by the party as confidential, or the other party knows or ought to know is confidential, but does not include information which is or becomes, without a breach of confidentiality, public knowledge.
(d) For the Client only, “Confidential Information” also includes the terms of this agreement.
The parties agree to comply with their respective obligations under the Privacy Act 1988 (Cth) and Anita T’s privacy policy, if applicable.
(a) The Client warrants, in relation to the personal information and all other data that it provides to Anita T in connection with this agreement (Third Party Data), that:
(i) the Client has all necessary rights in relation to Third Party Data, such that the Services can be performed in respect of that data;
(ii) the Client is not breaching any law by providing Anita T with Third Party Data;
(iii) Anita T will not breach any law by performing the Services in relation to any Third Party Data;
(iv) there are no restrictions placed on the use of the Third-Party Data (including by any Third-Party terms) and if there are any such restrictions, the Client has notified Anita T of this, and Anita T has agreed to perform the Services in respect of that data (being under no obligation to do so); and
(v) Anita T will not breach any Third-Party terms by performing the Services in relation to any Third-Party Data.
(b) The Client agrees at all times to indemnify and hold harmless Anita T and its officers, employees and agents from and against any loss (including reasonable legal costs) or liability incurred or suffered by any of those parties, where such loss or liability was caused or contributed to a breach of a warranty in clause 8.3(a).
This Agreement shall be governed by the Laws of the State of Victoria and you submit to the exclusive jurisdiction of the Courts of Victoria in the event of any dispute. Any portion of this Agreement found to be unlawful, unfair or unenforceable shall not invalidate any other portion of this Agreement.
This agreement is governed by the law applying in Victoria, Australia.
Each party irrevocably submits to the exclusive jurisdiction of the courts of Victoria and courts of appeal from them in respect of any proceedings arising out of or in connection with this agreement. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.
A party cannot assign, novate or otherwise transfer any of its rights or obligations under this agreement without the prior consent of each other party (such consent not to be unreasonably withheld).
Anita T may amend this agreement upon at least 30 days’ notice to the Client.
No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.
Each party must promptly do all further acts and execute and deliver all further documents required by law or reasonably requested by another party to give effect to this agreement.
This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.
(a) (singular and plural) words in the singular includes the plural (and vice versa);
(b) (person) a reference to “person” or “you” includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;
(c) (party) a reference to a party includes that party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;
(d) (headings) headings and words in bold type are for convenience only and do not affect interpretation;
(e) (includes) the word “includes” and similar words in any form is not a word of limitation; and
(f) (adverse interpretation) no provision of this agreement will be interpreted adversely to a party because that party was responsible for the preparation of this agreement or that provision.
If you have any questions about the Terms and Conditions, please contact Anita via email hi@anitat.co