1. Definitions
1. Definitions
1.1 "Agency", "we," "us": Social Whisperer Pty Ltd
1.2 "Client", "you": The party engaging the Agency’s Services.
1.3 "Services": Marketing, content creation, strategy, audits, and account management for TikTok, Instagram, Facebook, and associated Meta Platforms.
1.4 "Service Agreement": A separate document specifying deliverables, timelines, and fees for each project.
1.5 "Confidential Information": Non-public business information (e.g., strategies, analytics, login credentials).
2. Acceptance of Terms
2.1 By engaging the Agency, the Client agrees to these Terms, the Australian Consumer Law (ACL), and relevant platform policies (TikTok Terms, Meta Commercial Terms).
2.2 These Terms supersede all prior agreements.
3. Services
3.1 The Agency provides:
Social media audits, content creation, scheduling, strategy development, and performance reporting.
Services for TikTok, Instagram, Facebook, and other Meta Platforms.
3.2 Platform Independence: We are not affiliated with TikTok or Meta. Services may be affected by platform policy changes.
3.3 Service Agreement: Scope, deliverables, and timelines for each project are outlined in a separate Service Agreement.
4. Client Obligations
4.1 The Client must:
Provide secure access to business accounts (e.g., TikTok Business Suite, Meta Business Manager) within 3 business days of request.
Supply brand assets (logos, style guides), target audience data, and feedback within agreed timelines.
Secure licenses for third-party content (music, stock media).
Comply with all platform terms, including TikTok’s Branded Content Policy and Meta’s Advertising Policies.
5. Client Obligations
4.1 The Client must:
Provide secure access to business accounts (e.g., TikTok Business Suite, Meta Business Manager) within 3 business days of request.
Supply brand assets (logos, style guides), target audience data, and feedback within agreed timelines.
Secure licenses for third-party content (music, stock media).
Comply with all platform terms, including TikTok’s Branded Content Policy and Meta’s Advertising Policies.
6. Intellectual Property
6.1 Pre-Existing IP: Each party retains ownership of pre-existing intellectual property.
6.2 Agency-Created Content:
Upon full payment, the Client receives a non-exclusive, perpetual, worldwide license to use content created by the Agency.
The Agency retains rights to display work in portfolios/case studies (excluding Confidential Information).
6.3 Platform Content: User-generated content remains the property of its creators.
7. Confidentiality
7.1 Both parties agree to:
Protect Confidential Information using reasonable security measures.
Not disclose Confidential Information without prior written consent.
Obligations survive termination for 3 years.
7.2 Exclusions: Information that is publicly available or independently developed.
8. Termination
8.1 Termination for Convenience:
Either party may terminate with 14 days’ written notice.
Client pays for all Services rendered up to termination.
8.2 Termination for Cause: Immediate termination for:Material breach (e.g., non-payment, policy violations).
Insolvency or unlawful conduct.
9. Australian Law
9.1 Our Services come with statutory guarantees under the ACL (including "acceptable quality" and "fitness for purpose").
9.2 No Exclusion: Nothing in these Terms limits your ACL rights.
10. Limitation of Liability
10.1 To the extent permitted by law:
The Agency is not liable for:
Algorithm/platform changes (TikTok, Meta).
Loss of followers, revenue, or data breaches caused by third-party platforms.
Indirect, consequential, or punitive damages.
Total liability capped at 125% of fees paid by Client in the preceding 6 months.
11. Force Majeure
Not liable for delays/failures caused by:
Platform outages (TikTok/Meta), cyberattacks, pandemics, or natural disasters.
12. Dispute Resolution
12.1 Negotiation: Parties must attempt resolution in good faith within 14 days.
12.2 Mediation: Unresolved disputes mediated via NSW Small Business Commissioner.
12.3 Legal Action: Proceedings filed in courts of New South Wales.
13. Amendments
13.1 Terms updated periodically. Current version at: www.socialwhisperer.com.au/terms.