1.1 Peak Profile Pty Ltd (us, our or we) has agreed to provide to the person who accepts this document as client (you) (each a party) the services (each a Service and together the PP Services) specified in any invoice or proposal (Offer) on these terms and conditions (Terms). These Terms are conclusive and replace any earlier agreements whether in writing or verbally agreed. These Terms apply to all services you have/will engage PP to provide.
1.2 Our services are provided solely for your use for the purpose set out in our Social Media Proposal (Proposal). Except as stated in our Proposal, you may not:
(a) show, provide or in any way disclose any information we provide to any third party or include or refer to a deliverable or our name or logo in a public document; or
(b) make any public statement about us or the services.

1.2 PP Services are invoiced on a monthly basis (month, monthly, or any words to that effect, means the period from a date to the calendar month anniversary of that same date (e.g. a month commencing 14 June ceases on 13 July).
1.3 We accept no liability or responsibility to any third party in connection with the PP Services. You agree to indemnify us against any liability (including legal costs) that we incur in connection with any claim by a third party arising from your breach of this Agreement.

2. Acceptance of the PP Services

2.1 You accept our Offer and these Terms, by paying the monthly fee (Acceptance). This agreement will be binding on all parties (Agreement). We are not obliged to proceed with the Offer at our option. Prior to Acceptance, we may withdraw the Offer by notice to you.

2.2. Your responsibilities
(a) Where required you will:
(i) provide the information or content we require to perform the PP Services; and
(ii) ensure we are permitted to use third party information or intellectual property rights you require us to use to perform the services.

(b) You will:
(i) ensure that data provided to us is accurate, complete and not misleading as we may rely on this information to perform the services and will not verify it in any way, except to the extent we have expressly agreed to do so as part of the services; and
(ii) notify us of variations to information provided to us.

(c) For completeness, we take no responsibility for the accuracy of content we provide to you and/or the adequacy for your social media purposes in your circumstances. It is your responsibility to check the content calendar and the proposed material to be published on your social media account and in the event you do not check it and reply within 5 days the content will be taken to have been approved. This is the standard arrangement we have with clients which can only be varied if the Proposal to which these Terms follow and form part of, state otherwise.

3. Minimum Term

3.1 The minimum period which you must acquire each Service is one month with 2 months’ notice if you want to discontinue the PP Services and this Agreement to allow us to reallocate resources. If you do not make payment for the PP Services on the due date, the PP Services will be suspended. If suspended, the Service will recommence on our written advice to you and upon receipt of the monthly fee.

4. Duration of Agreement

4.1 This Agreement commences on Acceptance. For each Service which specifies a Minimum Term, subject to clause 3, the Agreement in respect of that Service will continue after the end of the Minimum Term for that Service, until it is terminated by either party on one months’ notice or otherwise ends in accordance with the Agreement. Each Service may be terminated independently of any other PP Services after the end of its Minimum Term. For each Service which does not specify a Minimum Term, the Agreement for that Service will continue until the later of us finishing delivery of those Service or termination of this Agreement.

5. Fees and payment

5.1 You agree to pay us fees for our services on the basis set out in our Proposal, plus any GST we are required to pay in connection with the services. Unless otherwise stated, we will invoice you for our fees and expenses on a monthly basis on 23rd day of each month and You agree to pay the invoiced amount within 7 days of the invoice date or the PP Services will be suspended until payment is received. You must pay our invoices in full without set off, deduction or counterclaim and you acknowledge that this clause may be relied on in bar of any such proceeding.

5.2 Where paid or promoted ad services form part our Proposal, a fee in addition to the monthly fee applies and is calculated as 20% of Monthly Ad Spend, unless otherwise stated. We facilitate ad spend on your behalf as your disclosed agent. We have no liability to pay these amounts arising in respect of the ad spend. These amounts of the outstanding monthly ad spend are totally and solely your responsibility. You must provide us with credit card information which we will make available to the relevant supplier of those services for payment of the monthly ad spend. If your credit card is declined for any reason, you must rectify the issue or provide us with an alternative payment method within 48 business hours at our request. You will maintain during the Term a credit card account with sufficient available credit to satisfy any charges under this Agreement. You irrevocably authorise us to provide your information to the applicable provider (for Facebook, LinkedIn, Instagram and Tik Tok in the event it is requested from us to recover any outstanding ad spend balance. You authorise us to disclose detail of your credit card to third parties for the purposes of this Agreement and indemnify us in respect of any claim
or liability arising from the misuse of your credit card other than for our fraud or wilful misuse and release us from any claim or liability not
indemnified.

5.3 If we request that you pay the Monthly Fee by direct debit authority you will promptly set up a suitable authority.

6. Access

6.1 You must provide us with any information requested or access to any of your systems that we reasonably require to perform each Service. Your systems include any electronic offering, device or computer code, your website, Google Analytics account, Facebook Page, Facebook Ad Management account, cPanel account, Linked In page, Tik Tok Account, FTP account or any other account in respect of which we will provide PP Services. You must provide this information or access within the later of 14 days of Acceptance or when the information or access becomes first available to you.

7. Approval and provision of information

7.1 We will seek your approval to launch any version of a Service which allows public access (Approval). As part of the Approval process, you will be able to review the Service and content in full. At any time you can request a single revision of any past or content including style (whether for usability, functionality, design or otherwise). Any unreasonable and additional variations are beyond the scope of the Agreement and will incur additional fees. You will provide us with any information (or answers to our requests) in accordance with the timelines specified by us (whether in our Offer or otherwise). If you do not provide a response within 5 Business Days, unless otherwise stated, from the date the request was made, you will be deemed to have given your Approval.

7.2 You acknowledge that we own all intellectual property in, and will be solely entitled to all rights in respect of, all content created in associated with the PP Service;

8. Suspension of Service and Payment of Fees

8.1 If our fees are not paid, we may, without penalty, suspend your PP Service PP until you pay the monthly fee.

8.2 You will not hold us liable for any loss or damage arising from the PP Service other than as a result of our negligence;

8.3 Our services depend on you performing your obligations under this Agreement. You agree that we are not liable for any default that arises because you do not fulfil your obligations.

9. General Dealings, Confidentiality and privacy

9.1 Both of us agree not to disclose the other’s confidential information, except for disclosures required by law. We may wish to refer to you and the nature of the services we have performed for you when marketing our services. You agree that we may do so, provided we do not disclose your confidential information. You agree to comply with the Privacy Act 1988 (Cth) when providing us with information. We agree to co-operate with each other in addressing our respective privacy obligations in connection with the services.

9.2 For the avoidance of doubt, and without limiting obligations of privacy and confidence that arise under this Agreement, we will not disclose confidential information to any person who is not a party to this agreement (including our employees or agents) unless they are bound by obligations of privacy and confidence equivalent to those binding upon us.

9.3 To the extent permitted by law, we exclude all liability for:
9.3.1 loss of profit, goodwill, business opportunity or anticipated savings or benefits; or
9.3.2 or consequential loss or damage.

9.4 You agree not to bring any claim (including in negligence) against any of our employees personally in connection with the services. This clause is for the benefit of our employees. You agree that each of our employees may rely on this clause 9.4 as if they were a party to this Agreement. Each of our employees involved in providing the services relies on the protections in this clause 9.4 and we accept the benefit of it on their behalf.

10. Subcontracting

10.1 We are permitted to subcontract the service provision to a suitably skilled professional to undertake the services without any further agreement required.

11. Filing and destruction of documents

11.1 It is our practice to destroy our documents after seven years, unless the law requires us to retain them. If you leave documents or material with us, they will be filed and destroyed with our documents.

12. Performing services for others

12.1 Provided we do not disclose your confidential information, you agree that we may perform services for your competitors or other parties whose interests may conflict with yours.

13. Termination
13.1 Either of us may terminate this Agreement by giving the other at least one month’s notice in writing (unless it would be unlawful to do so). This Agreement terminates on expiry of that notice.

13.2 You agree to pay us for all services we perform before termination, within 7 days after receipt of our invoice. Where we agree a fixed fee for services, and the services are not completed before termination, you agree to pay us for the services that we have performed on the basis of the time spent at our then current hourly rates, up to the amount of the fixed fee.

14. Resolving disputes

14.1 If a dispute arises in connection with this Agreement, you agree to discuss with us to attempt to resolve it. If the dispute is not resolved through those negotiations, you agree we will both attempt to resolve the dispute through mediation before commencing legal proceedings.

15. Nature of our Relationship

15.1 We are your independent contractor. You agree that we are not in a partnership, joint venture, fiduciary, employment, agency or other relationship with you. Neither of us has power to bind the other in any way.

16. Corporations Act and SEC prohibitions

16.1 Nothing in this Agreement applies to the extent that it is prohibited by the Corporations Act 2001 (Cth) or the rules of the US Securities and Exchange Commission.

17. Unexpected delay

17.1 Neither of us is liable to the other for delay or failure to fulfil obligations (other than an obligation to pay) to the extent that the delay or failure arises due to an unforeseen event beyond their reasonable control which is not otherwise dealt with in this Agreement. Each of us agrees to use reasonable endeavours to remove or overcome the effects of the relevant event without delay.

18. Jurisdiction

18.1 The law applying to this Agreement is the law of New South Wales. Both of us submit to the exclusive jurisdiction of the courts of that state and waive any right either of us may have to claim that those courts do not have jurisdiction or are an inconvenient forum.