TERMS AND CONDITIONS

Terms & Conditions

1. The Service

1.1 These Terms & Conditions govern your use of Puzzle Media, a Digital Marketing agency providing marketing services to organisations and businesses. Puzzle Media Services are provided to you subject to the provisions contained herein for your personal or business use only. Any other use or attempt to use Puzzle Media Services
for other purposes, directly or indirectly, by you or by a third party is prohibited.

1.2 Unless explicitly stated otherwise, any new features that augment or enhance the current service shall be subject to these Terms and Conditions of Service. The Service consists of marketing services herein but not limited to Digital Marketing  Strategy and Management, Content Management, Lead Generation Campaigns, Social Media, Copywriting Services and Outsourced Marketing.. Your participation in the Service is conditional upon your acceptance of these stated terms and conditions. Please read the following terms and conditions. Your acceptance of these terms and conditions is indicated by your payment for the services.

1.3 Puzzle Media reserves the right, at its discretion, to change or modify all or any part of these Terms and Conditions at any time. Such changes or modifications shall be effective immediately upon notice, where your continued use of the Service constitutes your binding acceptance of these terms and conditions, including any changes or modifications made by Puzzle Media as permitted above. If at any time these Terms and Conditions are no longer acceptable to you, you should immediately terminate your subscription to the Service in writing.

2.Terms of Service Agreement

2.1 You must provide accurate, complete, and current information and you agree to provide Puzzle Media with an update of that information promptly should changes occur.

2.2 This Agreement shall be effective as of the time frame set forth on the Contract form signed by Puzzle Media and the other party “Client”. This Agreement may be terminated by either party upon written notice to the other within 30 days of receipt of the notice. This Agreement may be terminated by Puzzle Media immediately if the
Client fails to pay any fees here under; or if the Client fails to cooperate with the Puzzle Media or hinders Puzzle Media’s ability to perform the Marketing Services here under.

2.3 You agree to comply with any additional copyright notices, information, orrestrictions contained in any marketing material (“Content”) available on or accessed through the Service. The Content is intended for the use of the Client

2.4 You assume all risk and responsibility for determining whether any Content is in the public domain, regardless of any notices which may be posted on such Content. You grant to Puzzle Media the right to edit, copy, publish, distribute, translate and otherwise use any Content that you place on the Service, in any medium. You represent and warrant that you are authorized to grant all rights set forth in the preceding sentence. Any information supplied by you upon registration for the Service.

3. Client Conduct

3.1 You, as the Client, understand that all information contained in your content, that you have duly approved whether publicly posted or privately transmitted, are your sole responsibility. This means that you are responsible and may be held legally liable for all Information that Puzzle Media or you upload, post or otherwise transmit.

4. Fees and Payments

4.1 You agree to pay all fees and charges incurred by you or any third party using your business (whether or not authorized by you) at the rates in effect for the billing period in which such fees and charges are incurred, including, but not limited to applicable taxes, and charges for any services offered for sale through the Service by Puzzle Media.

4.2 Your right to use the Service is subject to any limits established by your credit card company if billing is through a credit card.

4.3 Puzzle Media shall provide you with marketing services locally and nationally to grow sales and awareness of your products and services and increase turnover.

4.4 The fees for the Service is the amount agreed to on the Contract form at the time of Contract signing.

4.5 Puzzle Media works closely with you to identify realistic goals and timelines and employ the appropriate mix of tactics to maximize the Marketing Service provided.
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5.Termination of Service Policy
Puzzle Media will not disclose your personal information, except in circumstances in which it is necessary to do so, or where permitted by law. We may disclose your personal information to the following parties:

5.1 Only Puzzle Media may, at its sole discretion, allow you to cancel your contract.

5.2 30 day’s notice of intent to cancel must be provided in writing or by email to [email protected]

5.3 Should Puzzle Media approve this cancellation, a cancellation fee of $400 or 50% of the remaining subscription value; whichever is the greater amount, will apply, plus the total management fee paid (drafting, setup and optimization fees). You are responsible for all charges incurred up to the time the account is cancelled, including all charges for the month in which cancellation became effective.

5.4 Refunds must be approved by management and will be processed within 15 working days.

5.5 The daily budget amount that has already been spent will not be refunded under any circumstances.

5.6 You must give Puzzle Media 30 day’s notice if you do not wish to renew your agreement before the end of the contract.

5.7 Puzzle Media reserves the right, at its sole discretion, to restrict, suspend or terminate your access to all or any part of the Service at any time for any reason without prior notice or liability. Puzzle Media may change, suspend or discontinue all or any aspect of the Service at any time, including the availability of any Service feature, database, or content, without prior notice or liability.

6. Disclaimer of Warranties

6.1 You expressly agree that using Puzzle Media services is at your own risk. No warranty, representation, condition, undertaking or term – express or implied, statutory or otherwise – including but not limited to the condition, quality, durability, performance, accuracy, reliability, non-infringement, merchant-ability, or fitness for a particular purpose or use of Puzzle Media Service is given or assumed by all such warranties, representations, conditions, undertakings and terms are hereby excluded.

6.3 Puzzle Media makes no warranty that the marketing service provided will generate any increase in sales, business activity, profits or any other form of improvement for your business or any other purpose,

7. Limitation of Liability

7.1 In no event shall Puzzle Media be liable to any party for any damages, including without limitation any direct, indirect, special, punitive, incidental or consequential damages (including, but not limited to, damages for loss of business profits, business interruption, loss of programs or information, loss of profits or goodwill or loss of use of facilities or equipment), or any other damages arising.

7.3 Puzzle Media urges you to maintain backup versions of your website’s content to guard against losses of any kind.

8. Debtor Policy
Default & Consequences of Default

(a) Interest on overdue invoices shall accrue from the date when payment becomes due daily until the date of payment at a rate of 2.5% per calendar month and shall accrue at such a rate after as well as before any judgement.

(b) If the Buyer defaults in payment of any invoice when due, the Buyer shall indemnify the Seller from and against all the Seller’s costs and disbursements including on a solicitor and own client basis and in addition all costs of collection.

(c) Without prejudice to any other remedies the Seller may have, if at any time the Buyer is in breach of any obligation (including those relating to payment), the Seller may suspend or terminate the supply of Goods to the Buyer and any of its other obligations under the terms and conditions. The Seller will not be liable to the Buyer
for any loss or damage the Buyer suffers because the Seller exercised its rights under this clause.

(d) If any account remains unpaid at the end of the second month after supply of the goods or services the following shall apply: An immediate amount of $50.00 shall be levied for administration fees which sum shall become immediately due and payable.

(e) In the event that:

(i) any money payable to the Seller becomes overdue, or in the Seller’s opinion the Buyer will be unable to meet its payments as they fall due; or

(ii) the Buyer becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or

(iii) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Buyer or any asset of the Buyer; then

(iv) the Seller shall be entitled to cancel all or any part of any order of the Buyer which remains unperformed in addition to and without prejudice to any other remedies; and

(v) all amounts owing to the Seller shall, whether or not due the Seller arising out of these terms and conditions, and the Seller may take any lawful steps to require payment of the amounts due and the Price.

(vi) The Seller can issue proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods may not have passed to the Buyer.

9. Privacy
Privacy Act 1988

(a) The Buyer and/or the Guarantor/s agree for the Seller to obtain from a credit- reporting agency a credit report containing personal credit information about the

Buyer and Guarantor/s in relation to credit provided by the Seller.

(b) The Buyer and/or the Guarantor/s agree that the Seller may exchange information about Buyer and Guarantor/s with those credit providers named in the Application for Credit account or named in a consumer credit report issued by a reporting agency for the following purposes:

(i) To assess an application by Buyer;

(ii) To notify other credit providers of a default by the Buyer;

(iii) To exchange information with other credit providers as to the status of this credit account, where the Buyer is in default with other credit providers; and

(iv) To assess the credit worthiness of Buyer and/or Guarantor/s.

(c) The Buyer consents to the Seller being given a consumer credit report to collect overdue payment on commercial credit (Section 18K(1)(h) Privacy Act 1988).

(d) The Buyer agrees that Personal Data provided may be used and retained by the Seller for the following purposes and for other purposes as shall be agreed between the Buyer and Seller or required by law from time to time:

(i) provision of Services & Goods;

(ii) marketing of Services and or Goods by the Seller, its agents or distributors in relation to the Services and Goods;

(iii) analyzing, verifying and/or checking the Buyer’s credit, payment and/or status in relation to provision of Services/Goods;

(iv) processing of any payment instructions, direct debit facilities and/or credit facilities requested by Buyer; and

(v) enabling the daily operation of Buyer’s account and/or the collection of amounts outstanding in the Buyer’s account in relation to the Services and Goods.

(e) The Seller may give, information about the Buyer to a credit reporting agency for the following purposes:

(i) to obtain a consumer credit report about the Buyer; and or

(ii) allow the credit reporting agency to create or maintain a credit information file containing information about the Buyer.

10. Miscellaneous

10.1 Puzzle Media provides you with an initial draft of your content via email and your account is uploaded at this time. When an account is uploaded by Puzzle Media onto Google’s Ads network, it is subject to Google’s terms and conditions and approval clauses. Google Ads has a 48hr monitoring period in which Google will approve your account for online advertising. Puzzle Media will deem your account active once Google approve your account and email you a notification with your subscription start and end dates. Puzzle Media and all its customers must adhere to the terms and conditions of Google Ads. Puzzle Media ensures its guarantee, of the agreed percentage of key terms on the first page, is only applicable at the time of your daily budget being refreshed by Google Australia. This guarantee is only applicable to accounts that have their geo-target option set to Australia or regions within Australia. Puzzle Media reserves the right in its sole discretion to:

(a) make improvements, corrections, adaptations, conversions and/or any other change in Puzzle Media and to any part thereof and/or to revise or modify these Terms and Conditions of Service;

(b) change, limit, terminate, remove or cease to provide at any time, temporarily or permanently, Puzzle Media or any part thereof, to all users or any number thereof including without limitation the use of or access to Puzzle Media, granted to you or to any other user, at any time, without notice, for any reason or no reason;

(c) refrain from publishing on this site and delete or remove from Puzzle Media, at its sole discretion, any Web page or Information or material provided for display, posted, uploaded or transmitted by any user or any part thereof;

(d) establish a new operating and usage policy for Puzzle Media and change it at any time for any reason or no reason; and

(e) from publishing Puzzle Media numbers or any other details of the users using Puzzle Media at any time.

10.2 Puzzle Media may revise or replace these Terms and Conditions of Service from time to time. You agree that your use of Puzzle Media, beyond a period of 15 days after a notice of such change has been provided through Puzzle Media, shall constitute your consent to the new or revised Puzzle Media Terms and Conditions of Service. Any reference made in this document to Puzzle Media shall be deemed to have been made to Puzzle Media, its suppliers, co-branders and licensors and each of their subsidiaries, successors, assignees, affiliates as well as any company that controls Puzzle Media, directly or indirectly, and any other subsidiary of that controlling company.

11. Limitation of Liability In no event shall Puzzle Media be liable to any party for any damages, including without limitation any direct, indirect, special, punitive, incidental or consequential damages (including, but not limited to, damages for loss of business profits, business interruption, loss of programs or information, loss of profits or goodwill or loss of use of facilities or equipment), or any other damages arising – in any way, shape or form – out of the availability, use, reliance on, inability to utilise or improper use of Puzzle Media even if Puzzle Media shall have been advised of the possibility of such damages or is negligent, and regardless of the form of action, whether in contract, tort, or otherwise. Because some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, the above exclusions of incidental and consequential damages may not apply to you. In no event shall Puzzle Media be liable to any party for any delays, inaccuracies, errors or omissions with respect to Puzzle Media or the information or the transmission or delivery of all or any part thereof, for any damage arising there from or occasioned thereby, or for the results obtained from the use of information available on or through Puzzle Media. You expressly agree that Puzzle Media shall not be responsible or liable for any loss of data, nor shall Puzzle Media be required to return any lost data, resulting from the suspension or deletion of user websites or websites, network or system outages, file corruption or any other reasons. Puzzle Media urges you to maintain backup versions of your website’s content to guard against losses of any kind. You expressly agree that Puzzle Media shall not be liable for any conduct by users of Puzzle Media and shall not be responsible or liable for the accuracy, usefulness or availability of any information transmitted, uploaded, posted or made available on or through Puzzle Media You expressly agree to indemnify and hold harmless Puzzle Media, its subsidiaries, affiliates, officers, agents, co-branders and other partners, and its and their respective employees, from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including without limitation reasonable attorneys’ fees and disbursements and court costs) arising from or in connection with your Information, your use of or connection to Puzzle Media your violation of these Terms and Conditions of Service or your violation of any rights of any third party.

12. Debtor Policy
Default & Consequences of Default Interest on overdue invoices shall accrue from the date when payment becomes due daily until the date of payment at a rate of 2.5% per calendar month and shall accrue at such a rate after as well as before any judgement. If the Buyer defaults in payment of any invoice when due, the Buyer shall indemnify the Seller from and against all the Seller’s costs and disbursements including on a solicitor and own client basis and in addition all costs of collection. Without prejudice to any other remedies the Seller may have, if at any time the Buyer is in breach of any obligation (including those relating to payment), the Seller may suspend or terminate the supply of Goods to the Buyer and any of its other obligations under the terms and conditions. The Seller will not be liable to the Buyer for any loss or damage the Buyer suffers because the Seller exercised its rights
under this clause. If any account remains unpaid at the end of the second month after supply of the goods or services the following shall apply: An immediate amount of $50.00 shall be levied for administration fees which sum shall become immediately due and payable.
In the event that: any money payable to the Seller becomes overdue, or in the Seller’s opinion the Buyer will be unable to meet its payments as they fall due; or the Buyer becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Buyer or any asset of the Buyer; then the Seller shall be entitled to cancel all or any part of any order of the Buyer which remains unperformed in addition to and without prejudice to any other remedies; and all amounts owing to the Seller shall, whether or not due the Seller arising out of these terms and conditions, and the Seller may take any lawful steps to require payment of the amounts due and the Price.
The Seller can issue proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods may not have passed to the Buyer.

13. PRIVACY
Privacy Act 1988

The Buyer and/or the Guarantor/s agree for the Seller to obtain from a credit- reporting agency a credit report containing personal credit information about the

Buyer and Guarantor/s in relation to credit provided by the Seller. The Buyer and/or the Guarantor/s agree that the Seller may exchange information about Buyer and Guarantor/s with those credit providers named in the Application for Credit account or named in a consumer credit report issued by a reporting agency for the following purposes: To assess an application by Buyer; To notify other credit providers of a default by the Buyer; To exchange information with other credit providers as to the status of this credit account, where the Buyer is in default with other credit providers; and To assess the credit worthiness of Buyer and/or Guarantor/s. The Buyer consents to the Seller being given a consumer credit report to collect overdue payment on commercial credit (Section 18K(1)(h) Privacy Act 1988). The Buyer agrees that Personal Data provided may be used and retained by the Seller for the following purposes and for other purposes as shall be agreed between the Buyer and Seller or required by law from time to time: provision of Services & Goods; marketing of Services and or Goods by the Seller, its agents or distributors in relation to the Services and Goods;  analyzing, verifying and/or checking the Buyer’s credit, payment and/or status in
relation to provision of Services/Goods; processing of any payment instructions, direct debit facilities and/or credit facilities requested by Buyer; and enabling the daily operation of Buyer’s account and/or the collection of amounts outstanding in the Buyer’s account in relation to the Services and Goods.

The Seller may give, information about the Buyer to a credit reporting agency for the following purposes: to obtain a consumer credit report about the Buyer; and or
allow the credit reporting agency to create or maintain a credit information file containing information about the Buyer.