TERMS OF BUSINESS

Terms Of Business
Last Updated - 16th May 2016


Premier Marketing Solutions Pty Ltd trading as Co-pilot Marketing, provides marketing consultancy & agency services (the ‘Services’ as defined below), which includes providing you with the Inbound Marketing Services on the HubSpot online platform.

These terms and conditions (‘Terms’) apply to the delivery of our Services. In using our Services, you agree to be bound by these terms and conditions as well as any and all general terms and conditions posted on this site. If you do not accept these terms and conditions, you must refrain from using our Services.

These Terms may be amended from time to time.  Notification of any substantial changes to these terms may be sent to you by email but we ask that you review our terms to ensure you are familiar with them and any changes. Your continued use of our Services is subject to our current Terms as amended from time to time.


DEFINITIONS

“We”, “we” “us”, “our” or “Co-pilot Marketing” means Premier Marketing Solutions Pty Ltd (ABN 25 773 583 655) trading as Co-pilot Marketing.

“Co-pilot Marketing contractors” means any independent contractors who we engage for to provide, or to assist us in providing, any of the Services.

“Co-pilot Marketing affiliate or partner” means any business who we work with to provide you with any of the Services including our providing Services to you pursuant to the HubSpot Partner Program.

“HubSpot” means HubSpot, Inc.

“HubSpot online platform” means the web-based inbound marketing and sales applications, tools and platform that are operated and maintained by HubSpot that is accessible via http://www.hubspot.com or another designated URL, and which includes any ancillary products and services provided by HubSpot.

“HubSpot Customer Terms of Service” means the agreement, as modified from time-to-time, between you and HubSpot for the services provided at the HubSpot online platform, which agreement is located at http://legal.hubspot.com/terms-of-service

“HubSpot Partner Program” means the agreement between Co-pilot Marketing and Hubspot which allows us to provide you with the Inbound Marketing Services on the HubSpot online platform.

“Services” means marketing consultancy & agency services provided by Co-pilot Marketing to you, including Inbound Marketing Services and services related to Marketing Review, Virtual Marketing, Marketing Setup and Marketing Coach as further described in the Website or via a submitted proposal, which services will include social media management, website management, content development, marketing research, market strategy & planning, marketing consultancy, marketing analysis, additional advice and recommendations - such as advice as to computer systems, software applications and management or business processes.

“Inbound Marketing Services” means those Services we provide to you on the HubSpot online platform, including the management of your website, on-line marketing, content development, marketing automation, social media marketing, email marketing and other on-line tools provided by HubSpot to assist in the marketing of your business.

“Additional Services” means services related to graphic design, social media strategy, video production, brand and corporate identity development, photography, web development, and any other services offered by us from time-to-time.

“You”, “you” means you, as business owner and your business.

"Resources" means downloadable files and documents including; how-to-guides, templates, eBooks and calculators.

“Website” means www.co-pilot.com.au

 

OUR SERVICES

Our Services may be provided to you by:

  1. Co-pilot Marketing or any Co-pilot Marketing contractor; or
  2. any Co-pilot Marketing affiliate or partner, such as HubSpot; or
  3. Co-pilot Marketing or any Co-pilot Marketing contractor together with any Co-pilot Marketing affiliate or partner.

 
Our Services and Additional Services:

The Services and Additional Services will be provided in a quotation when you request any of our services to be provided, with the time for delivery of those services and the cost of those services varying for each service.

If you cancel the delivery of any Services or the Additional Services after committing to receive our services then you are liable to pay for such services that have been delivered to you. You will be charged a minimum fee of 20% of the total cost of the cancelled services that remain undelivered at the point of cancellation.

For any Services that have a minimum term requirement, upon cancellation or termination of any such Services prior to the minimum term date, the minimum term payment will become immediately due and payable.

In the supply of the Services or Additional Services to you, we agree to provide the Services or Additional Services in a timely and efficient manner using a standard of care, skill and diligence that would reasonably be expected from an experienced provider of services that are similar to the Services or Additional Services.


Inbound Marketing Services

We will provide you with Inbound Marketing Services for a minimum term of 12 months which term will be renewed automatically unless you give us prior notice to terminate the Services at least 60 days before the end of each 12 month term.

In order to receive the Inbound Marketing Services you must open an account with HubSpot and pay HubSpot the fees for access to the HubSpot online platform.

You are responsible for compliance with the HubSpot Customer Terms of Service.

Our Inbound Marketing Services are provided on an annual basis with invoices issued on the first business day of each month for a minimum 12 month term, with payment due 30 days from the date of the invoice.


Marketing Coach Services

We will provide you with Marketing Coach Services for a minimum term of 6 months with each 6 month term being renewed automatically unless you provide written notice to terminate the Services 30 days before the end of each 6 month term.

Invoices for our Marketing Coach Services are provided monthly on the first business day of each month for the minimum 6 month term, with payment due within 30 days from the date of the invoice.

Virtual Marketing Services

We will provide you with Virtual Marketing Services for a minimum term of 12 months with each 12 month term being renewed automatically unless you provide written notice to terminate the Services 60 days before the end of each 12 month term.

Invoices for our Virtual Marketing Services are provided monthly on the first business day of each month for the minimum 12 month term, with payment due within 30 days from the date of the invoice.

 

PAYMENT

Any late, overdue or unpaid invoice amounts will incur interest at a rate determined in accordance with the corporate overdraft reference rate published by the Commonwealth Bank of Australia.

In the event that you fail to pay any invoices or do not perform your obligations under these Terms, we may refuse to continue to provide the Services and Additional Services and may terminate this Agreement immediately without notice. We may also commence proceedings to collect any outstanding debts owed.

 

LIABILITY

In the delivery of the Inbound Marketing Services we may provide you with estimates or targets that could be achieved in marketing your business, however any statement we may make as to any marketing campaign achieving a specified number of potential customers, members, subscribers or leads is our estimate of what can be achieved and we do not guarantee that number of potential customers, members, subscribers or leads will actually be achieved. We do not guarantee any increase in business, revenue, customers or any business aspect at any time.

You also agree that we are not liable for any direct, indirect, consequential or incidental loss or damage which may result from:

     - your use of the Services, your use of our Website, your use of our Resources, or the HubSpot online platform or your inability to use the Website or the HubSpot online platform;
     - any marketing campaign not achieving any estimate or targets of potential customers, members, subscribers or leads 
     - any deficiency in the HubSpot software or the HubSpot website hosting service or any changes to the HubSpot software or services offered by HubSpot; 
     - any changes to web traffic and inbound web traffic to the HubSpot online platform from any social media platforms including, but not limited to, changes that are the consequence of alterations to Google’s search algorithm or Facebook business page promotion tools or any other changes to any other software or algorithm that results in changes to web traffic.

For the sake of clarity as to the extent of this limitation of liability, in no event will we be liable for any consequential, indirect, incidental or special damages of any kind, including any damages for loss of revenue or profits, loss of opportunity, loss of the use of money, loss of anticipated savings, loss of business, loss of goodwill, loss of or damage to reputation, interruption of business, loss or corruption of data, loss of management or administration time, or your incurring legal and other professional fees and expenses, even if the possibility of such damages or loss was made known to us.

You release and discharge us and our officers, directors, employees, contractors, members, agents and licensees from any and all claims, demands or causes of action that you now have or may hereafter have for libel, defamation, injurious falsehood, invasion of privacy or right of publicity, infringement of copyright, infringement of trade marks, infringement of any proprietary rights or violation of any other right arising out of or relating to the your use of the Services, your use of our Website or your use of the HubSpot online platform.

You assume all risk in using the Services and we cannot be liable for your use of or reliance on this Service. While we endeavour to keep the Website up-to-date and correct, we make no representation or warranties of any kind, express or implied, about the completeness, accuracy, reliability, suitability or availability with respect to the Services for any particular purpose and whether our Website will be free of worms, viruses, Trojan horses or any other computer code that may adversely affect any communication. Any use of our Website or Resources and reliance you place on information on our Website or Resources is therefore strictly at your own risk.


ACL: Certain legislation including the Australian Consumer Law (ACL) in the Consumer and Competition Act 2010 (Cth), and similar consumer protection laws and regulations may confer you with rights, warranties, guarantees and remedies relating to the provision of Services by us to you which cannot be excluded, restricted or modified (Statutory Rights).   

Our liability is governed solely by the ACL and these Terms.  We exclude all conditions and warranties implied by custom, law or statute except for your Statutory Rights.

Except for your Statutory Rights, all goods and services are provided to you without warranties of any kind, either express or implied; and we expressly disclaim all warranties of any kind including but not limited to implied warranties of that the Services will be provided with due care and skill and fitness for a particular purpose.

When your Statutory Rights apply, to the extent possible, our liability in respect of any claim is limited to, at our option:

  1. The supply of any services again; or
  2. The payment of the cost of having any services supplied again.

Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

 

INDEMNITY

You agree to defend, indemnify and hold us and our officers, directors, employees, contractors, members, agents and licensees harmless from and against any and all claims, charges, actions, liabilities, investigations, demands and similar including but not limited to any costs, losses, damages whether direct, indirect, consequential or special and all legal fees resulting from (i) your breach of our Terms, (ii) any activity you may engage in through any use of our Services, or (iii) your use of the HubSpot services.

 

PRIVACY

We are committed to protecting your privacy. We use the information we collect about you to maximize the services that we provide to you.  We respect the privacy and confidentiality of the information provided by you. We, at all times, abide by the Australian Privacy legislation. Please refer to our full Privacy Policy on our website for details of how we collect, store and use your personal information.

All information we receive from our customers, is protected by our secure servers. The Website’s secure server software encrypts all customer information before it is sent to us. Furthermore, all of the customer data we collect is secured against unauthorized use or access. Credit card information is not stored by us on our servers.

We do not and will not sell or deal in personal or customer information. We may however use in a general sense without any reference to your name, your information to create marketing statistics, identify user demands and to assist us in meeting customer needs generally. In addition, we may use the information that you provide to improve the Website, the Services and Additional Services but not for any other use.

We may be required, in certain circumstances, to disclose information in good faith and where we may be required to do so in the following circumstances: by law or by any court; to enforce the terms of any of our customer agreements; or to protect the rights, property or safety of our customers or third parties.

Because HubSpot assist us in providing you with the Inbound Marketing Services, they will have access to your confidential information such as your customer lists and associated information and any personal information that you stored on the HubSpot online platform. The access of Hubspot to your confidential information and personal information is governed by the HubSpot Customer Terms of Service and the HubSpot privacy policy.



INTELLECTUAL PROPERTY

All custom graphics, icons, logos and service names are our registered trademarks, copyright, trade or service marks.

All other trademarks or service marks within this Website or on the HubSpot online platform are the property of their respective owners. Nothing in these Terms grants you any right to use any trademark, service mark, logo, and/or our name or anything you access through our Services and Additional Services.

You agree and acknowledge that we retain all right, title and interest in the Services and Additional Services, including but not limited to the inventions, copyright works and other material and any other intellectual property rights contained or embodied within the Services.

You are solely responsible for obtaining written permission before re-using any copyrighted material that is available on this Website. Any unauthorized use of the materials appearing on this Website may violate copyright, trademark and other applicable laws and could result in criminal or civil penalties.

 

WHOLE AGREEMENT

These terms and conditions represent the whole agreement between you and us concerning your use and access to the Website and your use and access to the Services and Additional Services. No other term is to be included in this agreement except where it is required to be included by any legislation of the Commonwealth or any State or Territory. All implied terms except those implied by statute and which cannot be expressly excluded are hereby expressly excluded.

 

EXCLUSION OF UNENFORCEABLE TERMS

Where any clause or term above would by any applicable statute be illegal, void, or unenforceable in any State or Territory then such a clause shall not apply in that State or Territory and shall be deemed never to have been included in these terms and conditions in that State or Territory. Such a clause if legal and enforceable in any other State or Territory shall continue to be fully enforceable and part of this agreement in those other States and Territories. The deemed exclusion of any term pursuant to this paragraph shall not affect or modify the full enforceability and construction of the other clauses of these terms and conditions.

 

FORCE MAJEURE

A party shall not be liable for any failure of or delay in the performance of this Agreement for the period that such failure or delay is due to causes beyond its reasonable control, including but not limited to acts of God, war, strikes or labour disputes, embargoes, government orders or any other force majeure event.

 

GOVERNING LAW

These Terms are governed by the laws of Victoria which are in force from time to time and both you and we agree to submit to the exclusive jurisdiction of the Courts of Victoria for determining any dispute concerning these Terms.