This Services Agreement is part of the contract you enter into when you engage Nikki Clark of Creative Commune Pty Ltd
Please read it through carefully and get in touch if you have any questions – team@nikkiclark.com.au
This agreement applies to consulting and copywriting services provided by: Nikki Clark of Creative Commune Pty Ltd
“You” is the client, its employees and agents.
“We”, “Us” and “Our” is Nikki Clark, her employees and agents.
Services. Nikki Clark shall provide consult with you and provide messaging, consulting and copywriting services for a total of seven (7) hours on the day or days specified by your booking (the “Session”). Our services are strictly limited to this time period, and we do not guarantee any quantity of delivered or deliverable content.
Fees. In consideration of the provision of the services by Nikki Clark and the rights granted to you under this Agreement, you shall pay a single payment of $1,000 USD, which must be paid at least three (3) business days before the date of service. If you fail to make the required payment before the deadline, we will cancel the Session and shall not perform any services hereunder.
Process. Upon execution of this Agreement, Nikki Clark shall send an invoice and a link to a Briefing Questionnaire to you. The invoice must be paid and the Questionnaire completed prior to the date of service.
Kickoff Call. On the date of service, you and Nikki Clark shall begin with an initial telephone or video call to discuss the project and any questions Nikki Clark has based upon responses to the questionnaire (the “Kickoff Call”).
Strategy and Content Creation. Upon completion of the Kickoff Call, Nikki Clark shall commence creating the strategy and the content. We shall continue work for the period of hours set forth in Paragraph 1, including the time of the Kickoff Call and creating strategy and content. For the sake of clarity, the time spent on the Kickoff Call shall count towards the total time allotment.
Client’s Obligations. You understand that Nikki Clark cannot perform the services under this Agreement effectively without receiving certain information from you. To facilitate the performance of the Services, you shall: (1) complete the questionnaire provided to you at least 48 hours prior to the service delivery date, (2) provide any available market research, background, and other material related to the service, (3) show up on time for a kickoff call at the scheduled time on the day of service, and (4) be available during the date of the Service to collaborate with and answer questions for Nikki Clark.
No Refunds. The work Nikki Clark shall provide for you is custom. Accordingly, the fees paid under this Agreement are non-refundable.
Cancellation/Rescheduling. You may not cancel or reschedule the Session with less than 2-days notice. Nikki Clark will not be required to reschedule any session with less than 2-days notice. Any cancellation made with less than 2-days notice shall result in forfeiture of the Session and the payment made pursuant to Paragraph 3.
No Show. You shall not be entitled to reschedule the session in the event that you do not show up for the session on the scheduled date. Any such no show shall result in a forfeiture of the Session and the payment made pursuant to Paragraph 2.
Confidentiality. From time to time during the Term of this Agreement, either Party (as the “Disclosing Party”) may disclose or make available to the other Party (as the “Receiving Party”), non-public, proprietary, and confidential information of Disclosing Party that, if disclosed in writing or other tangible form is clearly labeled as “confidential,” is identified as confidential when disclosed, or which the Receiving Party should reasonably know to be confidential (“Confidential Information”); provided, however, that Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Receiving Party's breach of this Section 7; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was in Receiving Party's possession prior to Disclosing Party's disclosure hereunder; or (d) was or is independently developed by Receiving Party without using any Confidential Information. The Receiving Party shall: (x) protect and safeguard the confidentiality of the Disclosing Party's Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (y) not use the Disclosing Party's Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (z) not disclose any such Confidential Information to any person or entity, except to the Receiving Party’s Group who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement.
If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify Disclosing Party of such requirements to afford Disclosing Party the opportunity to seek, at Disclosing Party's sole cost and expense, a protective order or other remedy.
Intellectual Property Rights. You (the Client) are and shall be, the sole and exclusive owner of all right, title, and interest throughout the world in and to all the materials created under this Agreement, including the copyrights in all works created pursuant to this Agreement (collectively, the “Deliverables”). The Parties hereby agree that the Deliverables a “work made for hire” for you.
If, for any reason, any of the Deliverables do not constitute a “work made for hire,” Nikki Clark agrees to assign and hereby irrevocably does assign to you, in each case without additional consideration, all right, title, and interest throughout the world in and to the Deliverables, including all copyrights therein.
The assignment of copyrights under this Agreement includes all rights of paternity, integrity, disclosure, and withdrawal and any other rights that may be known as “moral rights” (collectively, “Moral Rights”). Nikki Clark hereby irrevocably waives, to the extent permitted by applicable law, any and all claims she may now or hereafter have in any jurisdiction to any Moral Rights with respect to the Deliverables.
Pre-existing Works. Notwithstanding this Section 9, to the extent that Nikki Clark uses any pre-existing materials in creating the Deliverables (e.g. templates for materials), Nikki Clark retains ownership of such pre-existing materials and, to the extent necessary, hereby grants to you an irrevocable, worldwide, unlimited, royalty-free license to use, publish, reproduce, display, distribute copies of, and prepare derivative works based upon, such preexisting materials and derivative works thereof.
Term & Termination. This Agreement shall commence as of the Effective Date and shall continue thereafter until the completion of the Session, except as follows. Nikki Clark may terminate this Agreement in the event you fails to make the payment required under Paragraph 2 or fails to provide the necessary information as set forth in Paragraphs 3 and 4.
Limitation of Liability. In no event shall service provider be liable to the client or to any third party for any loss of use, revenue, or profit, or for any consequential, incidental, indirect, exemplary, special, or punitive damages whether arising out of breach of contract, tort (including negligence), or otherwise, regardless of whether such damage was foreseeable and whether or not service provider has been advised of the possibility of such damages, and notwithstanding the failure of any agreed or other remedy of its essential purpose.
Entire Agreement. This Agreement constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.
Severability. If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
Amendments. No amendment to or modification of this Agreement is effective unless it is in writing and signed by each Party.
Waiver. No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
Assignment. You shall not assign, transfer, delegate or subcontract any of your rights or delegate any of your obligations under this Agreement without the prior written consent of Nikki Clark. Any purported assignment or delegation in violation of this Section 17 shall be null and void. No assignment or delegation shall relieve you of any of your obligations under this Agreement.
Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other forms of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
No Third-Party Beneficiaries. This Agreement benefits solely the Parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
Choice of Forum. Each Party irrevocably and unconditionally agrees that any dispute arising under or related to this Agreement shall be resolved exclusively through a proceeding initiated in the courts in New South Wales, Australia. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees to bring any such dispute only in such forum. Each Party agrees that a final judgment by such courts is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
Choice of Law. This Agreement and any dispute arising out of or relating to it shall be governed by the laws of Australia.
Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.
Force Majeure. Nikki Clark shall not be liable or responsible to you, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Nikki Clark including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lock-outs, strikes or other labor disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage, provided that, if the event in question continues for a continuous period in excess of 15 days, you shall be entitled to give notice in writing to Nikki Clark to terminate this Agreement.
This Services Agreement is effective from the day you book and pay for this service.
If you have any questions about this agreement, please contact Nikki Clark at +61 419 239 935 or email team@nikkiclark.com.au
