AGREEMENT

This agreement is active between the client and Sumo Media at the point the initial payment for such is transacted (the engagement). If any part of this Agreement should for any reason be unenforceable, then that part will be severed from this Agreement and will not affect the validity or enforceability of any remaining parts. Furthermore, if the customer transacts any payment on the sumomedia.co website the client thereby agrees to a direct debit agreement, and authorise Sumo Media Pty Ltd ACN:634857006 to debit the clients account through the bulk electronic clearing System (BECS) on behalf of Sumo media Pty Ltd (the “Merchant”) for any amounts separately communicated to you by the merchant. You certify that you are either an account holder or an authorised signatory on the account for whom the payment details have been entered. By agreement herein, the customer hereby agrees that they have engaged all necessary considerations and decision–making parties to ensure this is the correct decision for their requirements.

A customer that has or has not exceeded any minimum term of a recurring agreement, if applicable, is able to pause the service with 1-weeks notice for a maximum period of 3 weeks. If a customer is non communicative in relation to reverting a service back from paused to active, the service will be canceled at the 3 week–end, and any ensuing charges will be actioned for any remaining term. The minimum terms will not be affected, reduced, or changed by any inability of the customer to provide suitable information, co-operation, access, or codes.

You certify that you are either an account holder or an authorised signatory on the account for whom the payment details have been entered. By engaging with this agreement, the customer hereby agrees that they have also engaged all necessary considerations and decision–making parties to ensure this is the correct decision for their requirements. You acknowledge that Sumo Media Pty Ltd will use the email address you provide as the primary method for communication. You must be 18 years or older or at least the age of majority in the jurisdiction where you reside or from which you use this Service. You agree to these terms for all future associations with Sumo Media Pty Ltd unless otherwise agreed in writing.

COMMENCEMENT

Once an "advanced" payment is cleared, we will commence/do the work associated with that payment on the date agreed in writing if the payment has been received in cleared funds prior to that date/C.O.B. or anywhere between immediately, and within 7 days, at Sumo Media's discretion. Recurring services are executed on the earliest available day in an agreed period.

PROCESS / DILIGENCE

Sumo Media may hard-code or use templates or open source code at our own discretion. The client is responsible for remaining informed by requesting information surrounding the tools used and ensuring any licenses are managed appropriately. We may well commence with a rough theme of aesthetic design as we start the build, but it might be important to note that our projects may start as functional entities first, so it may not look pretty straight away. We may approach the client with a review request to get a perspective before spending time on detail so that we don't tweak the life out of the project only to hear from the client that they had other fundamental ideas. Don't feel that, if we ask you to review that it necessarily means it is our proudest work at that point, we are just taking a breath while we include you on the status and see what you offer back. Keep in mind also that fonts are subjective so if your computer doesn't have a certain font being used in the development then you may see an entirely different font which could mean the developer and the client are seeing two different things until that issue is resolved holistically. In regard to any update, please ensure to "hard-refresh" your computer &/or use google chrome "incognito" & /or clear your cache as sometimes an update is live but your specific system has a previous record and is disallowing the update for either of those 3 reasons.

SPECIFICATION

Requests for tweaks and additions or subtractions and the like, during a projects run, that do not form part of the specification inclusions will be equated and charged according to the time required to implement them after they have been implemented on a weekly "do & charge" basis if applicable, referencing Sumo Media's standard pricing model.

"NORMAL” ASSUMPTION

We will build a development as per the specification, based on its functions being "normal". For example, if we are building a login function it would be assumed that we will implement normal email, password, forgot password functions. "One time only" password feature or "multiple authentication" would be additional to the norm and should be mentioned in the specification. Conversely, removing the password feature on users' access to a system would also be additional to the norm and should be mentioned in the specification. Anything outside the norm that is not in the specification will be likely to incur additional charges.

COMMUNICATION

Once a project commences, 100% of communications by email is preferred so that we have holistic, accurate records and can merge those records with our project management systems and share across our team without error/emission. Despite Sumo Media's preference for email communications, Sumo Media phones are open at all times 9am to 5pm Monday to Friday.

The client is required to approach Sumo Media weekly for a request on the previous week's work or as otherwise agreed in writing.

TESTING

Sumo Media conducts testing on our developments, in our environment, and on modern browsers with modern devices and applications in a non-exhaustive environment. Once Sumo Media has completed its work and testing we will ask the client to test the development freely, which means to test it extensively in an extensive environment of exposure that is in the client's control, such that the client can advise Sumo Media of any further issues which may include but are not limited to, bugs, incorrect features, issues on different devices/browsers/locations which may exist outside Sumo Media's testing environment. This client testing phase is the opportunity to have everything fine-tuned, otherwise, the project may have revision costs over time due to a failure to holistically test the system within the customers' expected and exhaustive use-case environment. It is the responsibility of the customer to review the project and inform Sumo Media during the development period of any issues prior to final payment.

COMPLETION

Where a client is a contributing party on a project or milestone, the client is required to be reasonably communicative and productive on their side of requirements. If a client is not heard from or productively progressing for 30 days despite the client already being aware of the production requirement from the client side, the project may be closed and additional costs may be associated with reopening the project.

If a project is finished except for final touches and guidance from the client, and there is no guidance provided by the client for 30 days, despite the client already being aware of the production requirement from the client side, the project may close and additional costs may be associated with reopening the project.

In regard to a project which has been separated into milestones, including but not limited to any project divided into 2 parts, for example with an initial payment and a closing payment. These projects are committed to by either party only up to the segment already paid for. Either party can cancel the agreement during any segment if they do not wish to commit to any advanced payment to open the next segment. Any payment agreed to be paid post segment completion will be paid upon satisfactory completion of the agreed segment. Note that the final segment is only handed over to the client once paid in cleared funds in full and some elements of that final segment may not be possible until after the final segment is paid and the delivery of the files has been provisioned, so some tasks from the final segment may cross-over to only being redeemable after the final payment; at Sumo Media's discretion.

HANDOVER

Sumo Media will hand over the files to the client after approval of satisfactory-completion / final-payment. Prior to file handover, the client can test the system on Sumo Media hosting. After final payment, any maintenance, tweaks, requests, fixes, changes of a finished project will incur normal charges which are billed based on time spent and Sumo Media's standard pricing.

HOSTING

If hosting outside of Sumo Media hosting support is not assumed post-development, we will either hand over the files as they are for the hosting support to be executed elsewhere or we will charge additionally for that support.

Sumo hosting is HIGHLY recommended for software-systems as your standard website hosting may not be compatible or provide a poor environment for reliability, security and scalability. Sumo Media hosting is high speed, 99% up-time, secure hosting and hosting agreements renew every 3 months on the 1st of each period, in advance. A minimum of 2 weeks advance notice is required prior to a 3 month renewal to cancel Sumo Media hosting and at which time Sumo Media will hand over the files and allow 60 days for the files to be held by Sumo Media as backup while the client transitions to the new hosting, after which the files may not be recoverable from Sumo Media. Hosting fees may be charged 2 weeks prior to the natural transition date to the new period.

Mobile-App Deployment of hosting to the Google Play and Apple stores is Subject to the Google and Apple Guidelines, we cannot control them and we recommend provisioning your own legal advice prior to the commencement of a development. We will submit the app for approval to the Google Play store first and then, once approved there, submit to the Apple store and the client will be responsible for the cost of any further resolve which may be required to meet the app store requirements, for example, but not limited to changes to the apps privacy policy, terms, functions in the app, permission-request designs. The app stores may have subjective, or policy-driven opinions on apps and we cannot control those opinions and demands which can change from time to time.

Webapps are websites, not "mobile APPS" and are not hosted in these stores. A web app for example could be like a normal website and hosted on normal website hosting or may have system integrations whereby "system" hosting recommendations as per the above (in this section) would apply.

PAYMENTS

Development and marketing services are charged on completion or in advance as per any agreement in writing to the card on file submitted by the client for these charges. In the case there is no card on file the invoice will be payable within 3 days.

Marketing services are charged monthly in advance, or, in advance for any alternately disclosed period agreed by Sumo Media in writing prior to the commencement of the services.

Sign Ups are charged instantly and charged to the customer’s credit card upon confirming the services to engage; confirmations can be received verbally or in writing. Sign up fees are a charge which covers the lead up to the sign up point and so regardless if the engaged work post that sign up point is done or not, the sign up fee could not be considered refundable.

Sumo Media’s recurring services will continue indefinitely unless requested by the customer to cancel or otherwise agreed in writing, e.g. a fixed term agreement.

The client's 3rd party costs such as Google Ads or Facebook Ads clicks etc are separate from Sumo Media costs and charges unless otherwise stipulated in writing.

OVERDUE PAYMENTS

Any payments the customer is overdue to pay, beyond 60 days of the due date, will incur an additional fee of one hundred dollars per week for administrative and debt collection costs unless an alternate agreement has been written by Sumo Media Pty Ltd.

LATE RECURRING PAYMENTS

Late payments may result in work being paused which does not resolve as a non-worked period or impact the amount owing on the account.

LATE PAYMENTS POST 60 DAYS:

Invoices owing beyond 60 days which have endured a reasonable volume of notifications to remedy or been openly acknowledged by the payer, will incur a $100+gst/week administrative fee.

NON PAYER UNDER SPECIFIED AGREEMENT

If a payer is reasonably deemed under Sumo Media’s sole discretion, to be unreliable in paying on time and regularly, as per the agreed payment plan, Sumo Media reserves the right to change the payment plan invoicing to larger amounts advanced on a lower frequency respectively, or force the charges to larger amounts advanced on a lower frequency respectively, or force the entire amount up to the end of the term reasonably agreed if there is risk that the periodic payments won’t be met at all.

3RD PARTY PRODUCTS AND SERVICES

Sumo Media will buy and on charge, at cost, for minor peripheral 3rd party requirements such as security certificate or domain hosting renewals or minor element costs that we manage for the client or images or fonts as part of any "design" process; however, we won't exceed $150+GST without approval and will always seek first for a free option that works just as well however the option to choose a paid version will be at Sumo Media's discretion. Sumo Media will not interfere with 3rd party costs to any platform for example and not limited to: Google Ads, LinkedIn, Instagram, app stores, reporting software, other software specific to your business or project whereby the fee's or "click-costs" for those services will be between you and that service. Sumo Media takes no responsibility for these 3rd party fee's and the accounts and monetary setup, maintenance, limitations, and risk are to be managed by you the client, unless specified in writing as a service execution which resides inside Sumo Media's own account for a 3rd party. By engaging with Sumo Media, you agree that you are capable of managing this risk on a daily frequency of maintenance. Sumo Media is self-sufficient in managing its own subscriptions to the tools it uses for general purposes such as video/audio/animation/design-work-stations and our preferred, chosen and ongoing marketing tools. Sumo Media reserves the right to engage any person or company in support of the services in any location globally, on terms at Sumo Media’s absolute discretion.

CANCELLATIONS

For either party, a minimum of 2 weeks-notice is required in writing, to cancel a service which is no longer, or never was, under any minimum number of subscription months/weeks/days/events.

CONTRACT TERMS

The contract minimum terms are displayed on the page of the Sumo Media website sumomedia.co/pricing or in writing during the course of a service sign up / commencement. The customer can click through from the pricing page www.sumomedia.co/pricing to make a purchase on a selected package and the parties may on occasion agree verbally or in writing to commence a service whereby the online sign up may not be necessary for the client to participate in. The customer is able to request that 3rd party costs are paused at any time although this is not recommended if we are to retain momentum on performance. A customer that has or has not exceeded their minimum term is able to pause with 1 weeks-notice for a maximum period of 3 weeks. If a customer is non-communicative in relation to reverting a service back from paused to active, the service will be cancelled at the 3 week–end and any ensuing charges will be actioned.

The minimum terms will not be affected, reduced or changed by any inability of the customer to provide suitable information, co-operation, access or codes.

COPYRIGHT

The customer will provide the content for inserting into projects such as images, videos or articles unless otherwise agreed. In whichever case, any required copyright compliance or licenses are the responsibility of the customer at all times as well as purchase costs of all content. If the Customer is unsure of the origin of certain content and it believes it to have been sourced by Sumo Media, the Customer must request clarification in writing. The Customer retains the responsibility of either clarifying the sources of content or submitting replacement content for that content which is unable to be clarified.

If the customer requires a list retained and shared with the customer of content which we source for the customer, the customer will request this in writing as a specific task designed by the customer which may incur additional charges.

Content materials requiring purchase will be at additional cost to the customer unless otherwise specifically agreed in writing. Sumo Media will not exceed $150 + GST per month without prior approval from the client.

Sumo Media retains the right to use the codes, design, look & feel of projects with multiple businesses, even if they are in competition with each other and even if they are operating in the same city.

A license will never be transferred to the customer for use of any peripheral material surrounding a project such as lists, guidance content, reporting aids or tools unless otherwise agreed in writing.

The client is responsible for all activity and content such as templates, open-source codes, photos, images, videos, graphics, written content, audio files, code, information, or data uploaded, collected, generated, stored, displayed, distributed, transmitted or exhibited on or in connection with your accounts websites, software or marketing channels.

Upon completion and final payment cleared on a project, a non-exclusive license will be granted by default to the customer for use.

EXPOSURE

Sumo Media retains the right to embed their logo/link reasonably discreetly on the footer of any website, app, software, or landing page they develop and for it to be retained there for the life of the project while implemented into reality, at Sumo Media’s discretion. Sumo Media may use any favourable comments from verbal or written communications between Sumo Media and the customer for its own published-testimonial purposes.

LIABILITY

Sumo Media does not guarantee our work on any project from failures. Concepts, actions, functions, security, hosting, strategies, applications, platforms or projects may be flawed, forgotten, fail, contain errors, breaks, get hacked, scammed or become lost.

Sumo Media is not liable for any client damages or third–party damages, lost revenue, savings, profits, incidentals, consequential or any other special damages under any circumstances.

Sumo Media is not liable for any third-party fee’s such as Google Ads or Facebook click costs, unless otherwise stipulated by Sumo Media in writing, regardless of any circumstance including Sumo Media actioning or intending to action a stop or amendment of any kind to the functions driving the clicks and/or fees associated. It is the client's sole responsibility and should be managed by the client as such on a daily basis.

The customer hereby agrees that it is knowledgeable on how to access and manage the information, functions, impacts, agreements & interests regarding any and all third party associations related to Sumo Media’s services engaged by the client and will monitor & manage this as required every day and hereby sever Sumo Media from any such liability or responsibility of such.

The client will not perceive Sumo Media as responsible for any agreed service pathway being barriered by a 3rd party disassociation or uncooperation.

PERIPHERAL ASSOCIATION

Sumo Media reserves the right to engage any person or company in support of the services in any location globally, on terms at Sumo Media’s absolute discretion.

REFUNDS

Payments & charges as referenced within these terms are not refundable under any circumstances, including but not limited to the termination of this agreement for whatever reason. It is assumed that when the payment is received by Sumo Media it is instantly spent by Sumo Media and is not refundable. In the case that a refund was offered by Sumo Media under Sumo Media’s sole discretion, it would be for a maximum of 1 weeks work conducted already (or for a communications term otherwise agreed in writing whereby the refund back datable period was also agreed there in writing) in the previous calendar week to which the refund item was raised and any agreement would continue to its end.

CODES

Sumo Media typically uses common coding languages HTML/PHP (& WordPress/Shopify) but may at times protect our proprietary functions with encryption coding. These include functions surrounding; 1 click conversions / social media click to convert / SMS coding / CRM integrations / Live chat and others. We do need to protect a) our customer and b) ourselves from having our unique features replicated by anyone.

“GOOGLE ADS 24/7 GUARANTEE”

'Google Ads 24/7 Guarantee' is a service we may offer to some candidates if we can identify a fit for the service after knowing what their business and also their preferred target keyword and target location is. The service provided by Sumo Media is to have a Google-ad 'present' on the 1st page of Google, for any agreed keyword/phrase in any agreed city/town/location at all times 24/7 on-going for a 6 month term of agreement.

The intent of the service is to display the ad to people, who are located in the agreed city/town/location, who type the agreed keyword/phrase into Google, so they can click the ad and be routed to the customers existing website.

Sumo Media charges a sign-up fee upon commencement and a customer-specific flat fee, monthly in advance; by automatic transfer. The campaign will be set up and running within 72 business hours of the sign-up fee and simultaneous first months advanced payment. In the first 2 weeks, the Google-ad may not present 100% while we respond to data and optimise the critical elements of the system and this will not; reduce the charges, render the campaign unsuccessful, or render the agreement cancellable by the customer.

If the ad is reported by the customer not to be 'presenting', Sumo Media will open a 'review', whereby Sumo Media will report to the customer with the actual search-impression data and if required, optimise the performance across the course of the next 7 days and report back to the customer with the updated actual search-impression data report at the end of that review period.

If the initial search-impression data report and also the correction report should be under 80% of maximum possible impressions (100%) for the agreed keyword/phrase in the agreed city/town/location at all times 24/7, then the customer will be free to exit the agreement within 7 days post that failed correction report if they wish by confirmation in writing; and no future charges will be issued past that point.

Any future issue of performance under 80% will repeat the process for its review and the outcome will be based on that new and independent review without incorporating any reflection on previous reviews. The 'guarantee' is in regard to the fixed cost for intent of the described service, and these terms, including the capacity for the customer to exit the plan under the pre-described conditions, if the intent of service is not reached/sustained.

No refunds will be made available if the performance of the campaign is deemed to be below the intended minimum target. If the customer engages in testing by way of clicking the ad themselves Sumo Media may be able to identify/evidence those actions against the customer with a historic perspective from any point to any point in the history of the campaign. Sumo Media may then charge the customer additionally for costs associated with those clicks.

The Google Ads campaign designed for the customer by Sumo Media is inside the Sumo Media Google Ads account for which the customer does not own or acquire access at any stage, regardless of circumstance.

SOCIAL MEDIA PAY PER LEAD GUARANTEE

'Social Media Pay Per Lead Guarantee' is a service we may offer to some candidates if we can identify a fit for services after knowing their business and their preferred targeting methodologies.

The service provided by Sumo Media is to provide an agreed number of leads on a month to month (or 28 day to 28 day) basis, excusing the potential for lower results within the first 28 days of the engagement.

The intent of the service is for Sumo Media to control the design and data manipulations and display ads on the Social Media platform/s (social platforms of Sumo Media's discretion) in order to generate a specified number of leads for the customer each 28 days, on a fixed price per lead, paid 28 days in advance.

Sumo Media will use the customers' social media platforms if they exist or create them for the customer if they do not already exist. Sumo Media charges a sign-up fee upon commencement and a customer-specific flat fee, 'monthly' in advance; by automatic transfer.

The campaign will be set up and running within 7 days of the sign-up fee and simultaneous first months advanced payment. A failure by Sumo Media to provide the amount of leads under the agreement in a 28 day period (after the 1st 28 day period), will not mean that the agreement has ceased. The customer will receive a refund for those missing leads and the service will continue until the end of the term.

WEB PACK

This is a package which may be on offer in some forums/domains for which the hosting part of the offer is a mandatory inclusion for the suggested development package. The development and the hosting are listed underneath the package heading and neither element is optional if agreeing to the packaged deal.