Terms and Conditions
Updated: 2023-10-20
These Terms and Conditions constitute part of the Agreement the Client enters into when the Client engages Timothy Rene King ABN 34 202 198 425 trading as HelloTimKing ('HTK') to conduct or provide the Goods or Services.
Please read these Terms and Conditions carefully before accepting any estimates of cost.
These Terms and Conditions apply to all Goods and Services provided to the Client by HTK.
If you do not agree to these Terms and Conditions, do not book or purchase any proposed or offered Goods or Services.
1. DEFINITIONS
Additional Services means any services HTK agrees to provide to the Client which are not included in the initial Proposal.
Agreement means the agreement whereby HTK agrees to provide the Goods or Services (including any Additional Services) in return for payment of the Fee by the Client and comprises this document, the Estimate of Costs, the Proposal and any other documentation which sets out the terms of the Agreement.
Background IP means Intellectual Property rights owned by, licensed to, or acquired or developed by a party during the Term independently of the activities carried out under this Agreement, which that party has the right to licence to third parties and which are necessary or desirable for the performance of the Services.
Balance of Fees means the balance of the Estimate of Costs owing and includes any unpaid additional Fees agreed between the parties.
Client means the Client as indicated in the Estimate of Costs, its Related Body Corporates, employees and agents.
Confidential Information means all know how, Intellectual Property, business, financial, technical and other commercially valuable or sensitive information of a party in whatever form. This includes inventions (whether or not reduced to practice), trade secrets, methodologies, formulae, graphs, drawings, documents, reports, samples and any other materials or information which the party regards as confidential, proprietary or of a commercially sensitive nature that may be in the possession of that party or its Related Bodies Corporate or its or their employees or officers. Confidential Information of a party does not include information which:
is now in the public domain, or enters the public domain after the Commencement Date, through no fault of the other party;
can be shown by contemporaneous records of the other party to have been known to the other party at the time it is received pursuant to the Agreement;
is provided to the other party by a third party after the Commencement Date, lawfully and without violating any restriction on its disclosure; or
can be shown by contemporaneous records of the other party to have been independently developed by the other party without reference to the Confidential Information.
Commencement Fee means the fee payable by the Client upon commencement of the Services in accordance with clause 5.1 herein.
Estimate of Costs means the Estimate of Costs document provided to the Client prior to commencement of the Services with an outline of the estimated costs and disbursements for undertaking the Services. Not provided for Services booked online.
Fees means the fees payable for the Goods or Services, where an Estimate of Costs is not required or applicable, such as for online bookings and purchases where the Fees are set out on the website and paid for at the time of the booking or purchase.
Force Majeure Event means any event that is an act of God, act of Government, riot, war, strike, lockout, lockdown, pandemic, epidemic, crisis, or other cause that could not have been prevented by a party taking reasonable steps.
Goods means digital goods such as, but not limited to, documents, templates, guides and plans.
HTK means Timothy Rene King trading as HelloTimKing, its employees and agents.
Intellectual Property means any rights to copyright, trade marks, designs, patents, circuit layouts, business and domain names, documents, templates, plans, guides, inventions, and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic fields.
Moral rights has the same meaning as set out in the Copyright Act 1968.
Project IP means all Intellectual Property created, conceived, developed or reduced to practice in the course of the performance of the Services but does not include Background IP.
Proposal means, for Services other than those delivered online, the initial Proposal provided by HTK to the Client which sets out the Services, scope of Work and deliverables, or for Goods or online Services, the Proposal is as set out on the HTK website.
Related Body Corporate has the meaning given to that term in section 50 of the Corporations Act 2001 (Cth).
Revision Period means the period of 14 days from HTK providing the Client with a first draft submission.
SEO Services means search engine optimisation services, if applicable and included in the Proposal.
Services means the Services provided by HTK in accordance with the Proposal or as booked online, whichever is applicable.
Term means the period for HTK to perform the Services as outlined in the deliverables section of the Proposal or as otherwise agreed.
Work means all or any part of the Services which is carried out by HTK.
Workshop means the training session provided by HTK.
2. SERVICES
2.1 HTK agrees to provide the Services to the Client in accordance with these Terms and Conditions.
2.2 The Services offered by HTK may include written services such as copyrighting / content writing / content audit and strategy services or online or face to face training, content audit and strategy services.
Copywriting / Content Writing Services
2.3 HTK will provide the Services and present the Work to the Client in draft for review and comment.
2.4 The Client must provide any comments to HTK's first draft of the Work within the Revision Period.
2.5 HTK will undertake any necessary revisions or proofreading in accordance with clause 4.4.
2.6 HTK will obtain the Client's written approval before carrying out any Additional Services or incurring additional costs not included in the Estimate of Costs.
2.7 The Client must sign off on any Work before it is authorised to use, distribute or publish such Work, at which time it takes full responsibility for the Work and how it is used, distributed or published thereafter.
2.8 Any cancellation of meetings must take place in writing at least 24 hours before the meeting time. Failure to cancel within this period will result in the Client incurring the cost of the meeting which will be included in its final tax invoice.
Advisory and Training Sessions
2.9 Advisory and training sessions will be provided by way of a virtual online session with the Client.
2.10 Face to face meetings or virtual meetings can take place at the Client's request and will be charged in accordance with clause 4.5-4.7 or the fixed Fee listed on the HTK booking website.
2.11 Any cancellation of meetings must take place in writing at least 24 hours before the meeting time. Failure to cancel within this period will result in the Client incurring the cost of the meeting. Any funds paid by the Client will be refunded to the client where the required notice is provided.
Workshops
2.12 A minimum booking for a Workshop is 10 seats. Fees and additional charges are set out in clause 4.11 to 14.16.
2.14 All facilities used for face-to-face Workshops require a digital presentation screen and working audio device connectable via an interface version HDMI 2.0 or later. The Client is responsible for ensuring that the facility meets these requirements prior to the Workshop.
2.15 No session recording or rebroadcast is permitted in accordance unless otherwise agreed in accordance with clause 12.
2.16 Any cancellation by the Client within 7 days prior to the scheduled date of the Workshop will incur a Fee equal to the minimum seat Fee as set out in Estimate of Costs. The Client must pay for any non-refundable venue booking fee paid by HTK (if any).
2.17 No fees are payable to HTK for a cancellation by the Client outside of the 7-day period prior to the scheduled date of the Workshop due to unforeseen or unavoidable circumstances. The Client must pay for any non-refundable venue booking fee paid by HTK (if any).
2.18 The Client acknowledges and warrants that it is not entitled to sell or offer any paid places to any Workshop without the prior written consent of HTK. In the event that HTK provides such consent, HTK reserves the right to charge a percentage fee per ticket sold by the Client. Any percentage fee as so determined is at the sole discretion of HTK.
3. GOODS
3.1 Any Goods purchased from HTK are purchased by the Client on an as is basis.
3.2 The Client must satisfy itself as to the suitability of the Goods. HTK makes no representation that the Goods are fit for the Client's use or purpose.
4. FEES, ESTIMATE OF COSTS AND PROPOSALS
4.1 All Estimate of Costs and Proposals to provide the Services are valid for 14 days from the date they are provided to the Client.
4.2 All Fees for online bookings or purchases are available on the HTK website.
4.3 All Estimate of Costs and Proposals to provide the Services include:
(a) Two rounds of revisions at no extra charge.
(b) One round of proofreading at no extra charge.
4.4 This Estimate of Costs does not include (unless otherwise specifically stated):
(a) Liaison with other agents such as graphic designers or web developers.
(b) Meetings outside of the initial creative brief.
(c) Travel time for onsite meetings.
4.5 Any Additional Services are charged at an hourly rate of $90. This includes, but is not limited to:
(a) any additional revisions or proofreading outside of the Proposal scope.
(b) any additional revisions or proofreading outside the Revision Period.
4.6 Any face to face meetings will be charged at an hourly rate of $50.00 and will include any necessary travel time.
4.7 Virtual meetings will be charged at an hourly rate of $40.00.
4.8 Any disbursements incurred by HTK in performing the Services (including couriers, other media, travel costs or other out of pocket costs) will be included in the Estimate of Costs if known at the time the Proposal is provided to the Client and shall be charged at cost to the Client as required. Disbursements will be itemised separately in the Client's tax invoice.
4.9 HTK will seek consent from the Client before incurring any additional disbursements that are not included in the Proposal but which are required to be incurred in order for HTK to perform the Services.
4.10 If the Services are urgent and require a first-draft turnaround period of less than 72 hours, a rush loading fee of 25% on the Estimate of Costs will apply.
Workshop Fees
4.11 The Fee per seat for Workshops is as specified in the Estimate of Costs provided by HTK. The minimum number of seats purchasable is 10 seats. Seats are not individually purchasable.
4.12 Filling seats is the sole responsibility of the Client. HTK is not responsible for filling any unfilled seats unable to be filled by the Client. HTK will not provide a discounted Fee on the basis of unfilled seats.
4.13 Any additional seats must be purchased in lots of 10 at the price per seat as specified in the Estimate of Costs. Additional seats are not individually purchasable.
4.14 Any travel cost to and from the Workshop or other out of pocket expenses are chargeable by HTK in addition to the Fees charged for the Workshop. These costs will be specified in accordance with clause 4.8.
4.15 The Client agrees to be responsible for any event space hire charges or fees which HTK will invoice to the Client in addition to the Fees charged for the Workshop. These costs will be specified in accordance with clause 4.8.
4.16 HTK may charge a licence fee to the Client for the grant of the right to the Client to reproduce, republish, copy, record or rebroadcast or otherwise distribute in accordance with Clause 12.
5. PAYMENT
Commencement Fee
5.1 The Client must pay a Commencement Fee of 50% of the Estimate of Costs before HTK performs the Services. Once HTK commences the Services pursuant to the Proposal or as otherwise agreed between the Parties, the Commencement Fee will become non-refundable.
5.2 Where the Estimate of Costs is less than $500, the full Estimate of Costs amount is required to be paid by the Client before HTK performs the Services.
5.3 Where the client requires changes to the scope of the Services or Additional Work to be carried out, a further Commencement Fee will be payable upon receiving an Estimate of Costs for any revised or Additional Services before HTK performs the Additional Services.
5.4 Commencement Fee clauses contained in 5.1 to 5.3 (inclusive) do not apply to clauses 5.11 to 5.15 (inclusive).
Payment Terms- Copywriting / Content Writing / Content Audit & Strategy Services
5.5 HTK will issue a tax invoice to the Client within 7 days of HTK providing the first draft of the Work to the Client or when final sign off is given (whichever occurs first).
5.6 The Client must pay the Balance of Fees within 14 days of the date of the tax invoice.
5.7 All payments must be made by the Client via bank transfer in accordance with the banking details included on HTK's tax invoice.
Payment Terms – Purchase of Goods and Online Bookings (Advisory & Training Sessions)
5.8 Bookings for Services involving advisory & training sessions which involve face to face advice or purchases of Goods must be made online.
5.9 Advisory and training sessions and Goods attract a Fee which is advertised on the HTK website.
5.10 Fees for advisory and training sessions or Goods are payable by credit or debit card when making the booking online. Credit or debit card details are not kept by HTK, please see our Privacy Policy and Website Disclaimer for further details.
Payment Terms – Workshops
5.11 Upon acceptance of the Estimate of Costs by the Client, HTK is to issue a tax invoice to the Client for the Workshop.
5.12 The Client must pay the Balance of Fees provided for in the tax invoice no later than 7 days prior to the date of the Workshop.
5.13 All payments must be made by the Client via bank transfer or Credit Card in accordance with the banking details included on HTK's tax invoice.
5.14 In the event that the Client fails to pay the Balance of the Fees as specified in accordance with clause 5.12, HTK is under no obligation to provide the Workshop.
5.15 HTK reserves the right to raise an invoice for any percentage fee as so determined in accordance with clause 2.18 in addition to any invoice raised in accordance with clauses 15.11 to 15.14 (inclusive). The Client must pay the balance of fees specified within 14 days of the date of the tax invoice.
General
5.16 HTK reserves the right to charge interest on any overdue Balance of Fees at a rate of 10% per annum.
5.17 Should the Client fail to pay the Balance of Fees by the due date and they remain unpaid for a period of 30 days or more from the tax invoice date, HTK may appoint a third party recovery agent to recover the Fees and HTK will seek repayment by the Client for any additional costs or fees involved in the recovery process, including any legal expenses, if applicable.
6. CHANGES IN SCOPE
6.1 The Client must request any changes to the Services or Additional Services in writing for HTK's approval.
6.2 Upon HTK approving the request for revised or Additional Services, HTK will provide the Client with an Estimate of Costs for the Additional Services before commencing the Work.
6.3 The Client acknowledges that any Estimate of Costs for Additional Services may cover time and expenses incurred by HTK to complete the Additional Services, or redevelopment of already created Work.
6.4 The performance, payment and general conduct of the revised or Additional Services will be carried out in accordance with the terms of the Agreement.
7. SEO SERVICES
7.1 The SEO Services carried out by HTK will endeavour to increase visibility and search engine ranking of the Client's webpage.
7.2 The Client acknowledges that its website ranking with a particular search term will rely on both the relevancy of that term on the Client's pages, the popularity of that term on other websites, and the relevance of back-links to the Client's website for the search term.
7.3 HTK will use its best endeavours to increase the visibility and traffic to the Client's webpage, however, the client acknowledges that increased traffic to the Client's webpage or specific search engine results sought by the Client are not guaranteed.
7.4 The client acknowledges that search engine providers change ranking algorithms on a regular basis, and new sites and competitor sites may be being optimised and submitted continually. It is possible for the Client's website’s rankings to decrease as a result of the SEO Services, however the Client acknowledges this is the Client's risk and indemnifies HTK against any loss, damage, liability, actions or claims and will not attempt to seek any refund or discount in respect of the Commencement Fee or any amount paid.
7.5 The Client acknowledges that the results of the SEO Services can take at least 2-3 months to show some significant effect. Achieving stable high rankings can take up to 6-12 months.
7.6 The Client agrees:
to grant authority to HTK to submit the website pages being promoted to search engines and directories;
to provide HTK with any login information (username and password) required to gain editing access to the Client's website pages and in turn, HTK will adhere to the Privacy Policy .
to inform webmasters or anyone else who has access to the Client's website pages that HTK is performing SEO services on the website pages.
to allow implementation of all optimisation strategies on the Client's website pages.
that it is responsible for ensuring that the Client's website is always active and accessible to enable HTK to perform the SEO Services.
8. TIME FRAMES
8.1 The Client agrees to provide HTK with any required documentation within 7 days of receipt of the Estimate of Costs, to enable HTK to perform the Services.
8.2 HTK will deliver the Services to the Client within the Term.
8.3 If the Client fails to provide any required documentation in accordance with clause 8.1, HTK will not commence the Services until the required documentation is received which will delay the deliverables outlined in the Proposal being achieved within the Term and therefore an extension of the Term will be required at HTK's discretion.
8.4 In the event that HTK is unable to provide the Services within the Term, it will advise the Client as soon as possible of any foreseeable delays in providing the Services within the Term.
9. COMMUNICATION
9.1 The Client is required to nominate one primary contact for all revisions and contact throughout HTK's performance of the Services.
10. TERMINATION
10.1 Failure for the Client to communicate with or respond to HTK for a period of 30 days or more, will result in termination of the Services and the issuing of a tax invoice to the Client for the Balance of Fees incurred in respect of the Services performed to that date.
10.2 The Client may terminate the Services at any time by providing written notice to HTK by email. If the Client terminates the Services, HTK will provide a tax invoice to the Client for the Balance of Fees incurred in respect of the Services performed to that date.
10.3 HTK may terminate the Services at any time by providing written notice to the Client by email. If HTK terminates the Services, it will provide a tax invoice to the Client for the Balance of Fees or part thereof as incurred in respect of the Services performed to that date.
10.4 Upon termination or expiry of the Services, HTK will immediately return or destroy any documentation provided to it by the Client.
11. CONFIDENTIALITY
11.1 Each party may use and disclose the Confidential Information of the other party solely to the extent necessary for the performance of the Services or development or supply of the Project Materials in accordance with this Agreement.
11.2 Each party must:
not use, and ensure that its employees, officers and agents do not use, any Confidential Information of the other party for any purpose other than compliance with its obligations under this Agreement;
take all action necessary to maintain the confidential nature of the Confidential Information of the other party, including keeping all records of that Confidential Information under lock and key or password protection;
not disclose any of the Confidential Information of the other party to any person other than those of its employees who need to have access to that Confidential Information for the purpose of performing the Services or developing or supplying the Project Materials in accordance with this agreement, who are aware of the requirements of this agreement, and who are bound by an enforceable obligation of confidentiality; and
destroy all documents and system credentials, being any information required to allow access to the Client's systems and other materials in whatever form in its possession, power or control which contain or refer to any Confidential Information of the other party, on the earlier of expiry or termination of this agreement, demand by the other party or the time they are no longer required for the purpose of providing the Services or developing or supplying the Project Materials in accordance with this agreement.
11.3 Each party may disclose Confidential Information of the other party if legally compelled to do so by a judicial or administrative body. However, it must take all reasonably available legal measures to avoid such disclosure, and notify the other party as soon as practicable after such disclosure is ordered so that the other party may seek an appropriate protective order or other remedy.
11.4 Each party acknowledges that due to the proprietary and competitively-sensitive nature of the Confidential Information of the other party, the other party would be irreparably harmed by any actual or threatened breach of this clause 11., and that monetary damages would be insufficient to remedy such actual or threatened breach.
11.5 The Client agrees to HTK using the Works produced for its promotional purposes unless a separate Non-Disclosure Agreement precluding this has been entered into by the parties.
11.6 HTK reserves the right to refer to, display, post online or otherwise use the Work, the Client's business name, logo and content to promote HTK's business services or for other promotional, marketing or educational purposes unless the Client advises HTK in writing prior to the final sign off of the Work by the Client that permission is expressly denied.
12. INTELLECTUAL PROPERTY
12.1 Each party acknowledges that all Background IP remains the sole property of its owner. Each party acknowledges that it acquires no right, title or interest in or to the Background IP of the other party by virtue of this agreement or the disclosure or use of the Background IP in the course of the performance of the Services, other than as expressly set out in the Agreement.
12.2 Each party grants to the other party a non-exclusive, royalty-free, non-transferable licence to use the Background IP owned by it to the extent necessary and for the sole purpose of the performance of the Services for the Time Frame.
12.3 All right, title and interest in the Project IP vests in HTK until the Client's tax invoice is paid in full and the Client signs off on the Work, at which time the Project IP is assigned to the Client with effect from its creation.
12.4 HTK will promptly and fully disclose, provide and transfer all Project IP to the Client upon the payment of its tax invoice in full and the Client signing off on the Work.
12.5 HTK takes no responsibility for the Work and how it is used once the Client has signed off on the final draft.
Workshop IP
12.6 All Intellectual Property used, presented or provided by HTK in the Workshop remains the sole property of HTK. The Client acknowledges that the Client does not acquire any right, title or interest in any Intellectual Property used, presented or provided by HTK in the Workshops.
12.7 The Client acknowledges that the Client does not have a right to reproduce, republish, copy, record or rebroadcast or otherwise distribute the Workshops or any Intellectual Property used, presented or provided by HTK in the Workshops unless agreed to prior in writing by HTK.
12.8 Any right to reproduce, republish, copy, record or rebroadcast or otherwise distribute as permitted by HTK in accordance with clause 12.7 will incur an additional fee payable by the Client in consideration for a limited license which expires after the term set by HTK.
12.9 Regardless of any licence granted by HTK in accordance with this clause 12, all Moral Rights remain with HTK. The Client agrees to uphold all Moral Rights of HTK.
13. WARRANTIES & INDEMNITIES
13.1 The Client warrants that:
any information provided to HTK is true, correct and accurate and complies with all applicable laws, regulations and requirements;
all information provided to HTK has been thoroughly researched and does not contain any false or misleading information;
all Work that the Client signs off on or approves is true, correct, accurate, free from errors and complies with all applicable laws, regulations and requirements and does not contain any false or misleading information;
where applicable, the Client has sought legal advice and advice from any other relevant industry body as to the legality, accuracy and appropriateness of the information being provided to HTK and the final Work produced by HTK before publication;
it has appropriate disclaimers on its website pages to ensure limited liability;
it has satisfied itself and has not relied on any representations by HTK as to the suitability of any Goods or Services for the Client's intended use or purpose.
now, and on each occasion on which the Client instruct HTK to engage in the provision of the good and services that the Client has the right to engage HTK to carry out the provision of the goods and services;
it is not insolvent or bankrupt and the Client intend to perform, and are capable of performing its obligations under any applicable law.
13.2 HTK warrants that:
(a) the Work produced will not infringe on any copyright or other right of a third party;
(b) it will perform the Services with a high standard of care and diligence and in accordance with all applicable laws, regulations, codes and practices.
Liability
13.3 To the maximum extent permitted by applicable law, in no event shall HTK or its suppliers, contractor or employees be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, death, loss of privacy arising out of or in any way related to the use of or inability to use the goods and service, third-party software and/or third-party hardware used with the Website, or otherwise in connection with any provision of these T's&C's), regardless of whether such loss causing event or claim arises out of contract or at law, and regardless of whether any such act or omission arises out of negligence or otherwise even if HTK or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose. To the extent the forgoing limitation of liability is prohibited, HTK's obligation for damages shall be limited to $100.00.
Indemnity
13.4 The Client releases and indemnifies HTK from and against all actions, claims, proceedings and demands (including those brought by third parties) which may be brought against it or them, whether under common law, tort, in equity, pursuant to statute or otherwise, in respect of any loss or damage arising out of a breach of the Agreement, any Work produced, the Good provided or Services performed, any use or reliance on the Work or the Goods or Services by any person, or any negligent act, omission, or wilful misconduct of the Client and from and against all damages, reasonable costs and expenses incurred in defending, satisfying or settling any such claim, proceeding or demand.
14. FORCE MAJEURE
14.1 If by reason of any Force Majeure Event either party is unable to perform in whole or in part any obligation under the Agreement:
that party is relieved of that obligation under the Agreement to the extent and for the period that the party is unable to perform such obligation; and
that party will not be liable to the other party to the Agreement for failure to perform such obligation to the extent and for the period of non-performance contemplated by this clause.
15. AUSTRALIAN CONSUMER LAW
15.1 Our goods and services come with guarantees that cannot be excluded under the Australian Consumer Law.
For major failures with the service, You are entitled: to cancel your service contract with us; and to a refund for the unused portion, or to compensation for its reduced value.
You are also entitled to choose a refund or replacement for major failures with goods. If a failure with the goods or service does not amount to a major failure,
You are entitled to have the failure rectified in a reasonable time.
If this is not done you are entitled to a refund for the goods and to cancel the contract for the service and obtain a refund of any unused portion.
You are also entitled to be compensated for any other reasonably foreseeable loss or damage from a failure in the goods or service.
16. GENERAL
Entire Agreement
16.1 The Agreement constitutes the entire agreement and understanding of the parties and supersedes any previous agreement between the parties.
No Waiver
16.2 No delay or indulgence by a party in enforcing this agreement will prejudice or restrict the rights of that party, nor will a waiver of those rights operate as a waiver of a subsequent breach.
Dispute Resolution
16.3 If the Client has any concern or dispute in relation to the goods or services provided or received, the Client agree to first attempt to resolve the dispute informally by contacting HTK directly at contact@hellotimking.com with details of the concern or complaint.
Severability And Waiver
16.4 If any provision of these T's&C's is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law.
16.5 Any such provision referred to in clause 16.4 will not impact the remaining provisions of this Agreement which will continue in full force and effect.
Governing Law
16.6 The laws of Victoria, Australia shall govern these T's & C's.