Terms of Service — Orbit Social Co.

These Terms of Service ("Terms") govern the relationship between Orbit Social Co. (ABN 53 841 276 390) ("we", "our", "us", "the Agency") and the client ("you", "your", "the Client") in connection with the marketing, brand promotion, and social media services we provide. By engaging our services, you agree to be bound by these Terms.

1. Service Agreements

All services provided by Orbit Social Co. are governed by a written Service Agreement or Statement of Work ("SOW") that outlines the specific scope of work, deliverables, timelines, and fees. These Terms apply in addition to any SOW and, in the event of a conflict, the SOW takes precedence with respect to the specific engagement it covers.

We will deliver services with reasonable care and skill, consistent with industry standards for brand promotion and social media marketing services in Australia. We do not guarantee specific outcomes, including but not limited to follower counts, engagement rates, website traffic, or sales figures, as these are influenced by many factors beyond our control.

2. Engagement and Onboarding

Upon acceptance of a proposal or SOW, the Client will provide all necessary access credentials, brand assets, approvals, and information required for us to commence work. Delays in providing required materials may affect project timelines, and we are not liable for delays caused by the Client's failure to provide timely access or approvals.

A one-time onboarding fee applies to all new retainer engagements, as specified in the SOW. This covers initial strategy development, account setup, and configuration.

3. Payment Terms

All fees are quoted in Australian Dollars (AUD) and are exclusive of Goods and Services Tax (GST), which will be applied at the prevailing rate. Payment terms are as follows:

Monthly retainer fees are invoiced on the first business day of each month and are payable within 14 days of the invoice date.
Project-based fees require a 50% deposit prior to commencement, with the remaining balance due upon delivery of final deliverables.
Advertising spend paid directly to third-party platforms (such as Meta, Google, or TikTok) is the Client's responsibility and is separate from our service fees.
Late payments will incur interest at a rate of 2% per month on the outstanding balance, calculated from the due date until the date of payment.
We reserve the right to suspend services if payment remains outstanding for more than 30 days after the invoice due date.

4. Refunds and Cancellations

Retainer engagements are subject to a minimum engagement period as specified in the SOW (typically three or six months). During the minimum engagement period:

The Client may terminate the engagement with 30 days written notice, subject to payment of a termination fee equal to the fees for the remaining months of the minimum period.
No refunds are provided for services already rendered or months already invoiced.

After the minimum engagement period, either party may terminate the engagement with 30 days written notice. Upon termination, we will deliver all completed work and transfer any account access back to the Client.

For project-based work, the deposit is non-refundable once work has commenced. If the Client cancels a project after commencement, we will invoice for all work completed to date at our standard hourly rates.

5. Intellectual Property

Upon full payment of all fees, the Client owns all final deliverables created specifically for them under the engagement, including but not limited to social media content, brand guidelines, creative assets, and strategy documents.

We retain ownership of:

Our proprietary methodologies, frameworks, templates, and tools used in delivering services.
Any pre-existing intellectual property that we bring to the engagement.
General knowledge, skills, and experience gained through the engagement.

We reserve the right to use completed work in our portfolio, case studies, and marketing materials unless otherwise agreed in writing. The Client may request exclusion from portfolio use, and we will honour such requests.

The Client warrants that all materials, assets, and content provided to us for use in our services do not infringe the intellectual property rights of any third party. The Client indemnifies us against any claims arising from intellectual property infringement in materials provided by the Client.

6. Confidentiality

Both parties agree to keep confidential any proprietary or sensitive information disclosed during the engagement, including but not limited to business strategies, financial information, customer data, marketing plans, and login credentials. Confidentiality obligations survive the termination of the engagement for a period of two years.

Confidentiality obligations do not apply to information that:

Is or becomes publicly available through no fault of the receiving party.
Was already known to the receiving party before disclosure.
Is independently developed by the receiving party without reference to the confidential information.
Is required to be disclosed by law or court order.

7. Client Responsibilities

The Client agrees to:

Provide timely feedback and approvals on content, strategies, and deliverables. Unless otherwise agreed, the Client has five business days to review and approve content before scheduled publication dates.
Provide accurate and up-to-date information about their business, products, and services.
Ensure that all content and materials provided to us comply with applicable laws, including Australian Consumer Law, the Competition and Consumer Act 2010, and industry-specific regulations.
Maintain the security of login credentials and account access shared with us, and notify us promptly of any security breaches.
Designate a primary point of contact for day-to-day communications with our team.

8. Limitation of Liability

To the maximum extent permitted by law, Orbit Social Co.'s total liability to the Client for any claims arising out of or in connection with the services is limited to the total fees paid by the Client in the six months immediately preceding the event giving rise to the claim.

We are not liable for:

Indirect, incidental, special, consequential, or punitive damages, including loss of revenue, profit, business, or data.
Changes to third-party platform algorithms, policies, or terms of service that affect campaign performance or account access.
Actions taken by third-party platforms including account suspensions, content removals, or policy enforcement actions.
Results or outcomes that depend on factors outside our reasonable control, including market conditions, competitor actions, and consumer behaviour.
Losses arising from the Client's failure to implement our recommendations or provide timely approvals.

Nothing in these Terms excludes or limits liability that cannot be excluded or limited under Australian law, including liability under the Australian Consumer Law for services that are not provided with due care and skill.

9. Indemnification

The Client agrees to indemnify, defend, and hold harmless Orbit Social Co., its directors, employees, and contractors from and against any claims, damages, losses, liabilities, and expenses (including reasonable legal fees) arising out of or in connection with:

The Client's breach of these Terms.
Content, materials, or information provided by the Client that infringes the rights of any third party.
The Client's products, services, or business practices.
The Client's use of deliverables in a manner not authorised or contemplated under the engagement.

10. Force Majeure

Neither party is liable for failure to perform obligations under these Terms to the extent that performance is prevented or delayed by circumstances beyond the party's reasonable control, including natural disasters, pandemic, government actions, internet or telecommunications failures, and platform outages.

11. Dispute Resolution

In the event of a dispute arising out of or in connection with these Terms or any SOW, the parties agree to attempt to resolve the dispute through good faith negotiation in the first instance. If the dispute cannot be resolved through negotiation within 30 days, the parties agree to submit the dispute to mediation administered by the Australian Disputes Centre (ADC) in Melbourne before commencing any legal proceedings.

If mediation does not resolve the dispute within 60 days, either party may commence legal proceedings in the courts of the State of Victoria, Australia.

12. Governing Law

These Terms are governed by and construed in accordance with the laws of the State of Victoria, Australia. Both parties submit to the exclusive jurisdiction of the courts of Victoria and the Federal Court of Australia sitting in Victoria.

13. Amendments

We reserve the right to update these Terms from time to time. Material changes will be communicated to existing clients in writing. Continued engagement of our services after notification of changes constitutes acceptance of the updated Terms.

14. Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions continue in full force and effect. The invalid provision will be modified to the minimum extent necessary to make it valid and enforceable while preserving its original intent.

15. Entire Agreement

These Terms, together with any applicable SOW, constitute the entire agreement between the parties with respect to the subject matter and supersede all prior agreements, representations, and understandings, whether written or oral.

16. Contact

For questions about these Terms of Service, please contact us:

Orbit Social Co.
Suite 4, Level 8, 120 Collins Street
Melbourne, VIC 3000, Australia
Email: info@orbitsocialco.com
Phone: +61 3 9021 7648
ABN: 53 841 276 390