Last updated on 12 March 2024
PhillipJane Pty Ltd
ABN 42 675 260 910
Welcome to PhillipJane! We’re a subscription-based digital marketing and creative agency for any business big or small.
In these terms, we also refer to PhillipJane Pty Ltd ABN 42 675 260 910 as “PhillipJane”, “our”, “we”, or “us”.And you are “you”!
WHAT ARE THESE TERMS ABOUT?
These Terms govern your access to the Services and us providing you any other goods and services as set out in these Terms (Subscription).
When we talk about the “Services” in these Terms, we are referring to our digital marketing and creative agency subscription service.
Please note that your Subscription will continue to renew indefinitely, and you will continue to incur Subscription Fees, unless you notify us that you want to cancel your Subscription in accordance with clause 5.2(b).
We may change these Terms at any time by notifying you, and your continued use of the Services following such an update will represent an agreement by you to be bound by the Terms as amended.
In these Terms, capitalised words and phrases have the meanings given to them where they are followed by bolded brackets.
Please read these terms of service carefully before agreeing to proceed with your Subscription.If you’re looking for our Privacy Policy, which we will comply with and you also agree to be bound by, you can find it here Privacy Policy.
ACCEPTANCE OF THESE TERMS
By clicking the tick box below or click the “I accept these Terms” button on our Website, paying for your Subscription or otherwise using any part of the Services, you agree to be bound by these Terms which form a binding contractual agreement between you and us.
1. SUBSCRIBING TO PHILLIPJANE’S SERVICES
a. To subscribe to the Services, you will need to create an account (Account), choose a subscription, and pay the required subscription fees (Subscription Fees).
b. By creating an Account, paying the Subscription Fees or otherwise accessing our Services (Subscription), you represent and warrant that:
i. you have the legal capacity and are of sufficient age to enter into a binding contract with us (or someone of sufficient age and capacity is contracting on your behalf); and
ii. you are authorised to use the debit or credit card you provide for your Subscription.
c. Your Account will be valid until cancelled or terminated in accordance with clause 5.2(b) (Subscription Term).
d. Subscribing to access the Services constitutes your acceptance to enter into a contract with us under these terms, where we will provide you access to the Services in exchange for your payment of the Subscription Fees listed upon checkout.
e. These terms are not agreed between you and us until we have approved your payment of the Subscription Fees, and you receive an email from us confirming that your Subscription has been accepted.
f. As part of the Account registration process and as part of your continued use of the Services, you may be required to provide personal information and details, such as your email address, first and last name, preferred username, a secure password, billing, postal and physical addresses, mobile phone number, bank account information, and other information as determined by us from time to time.
g. You warrant that any information you give to us in the course of completing the Account registration process will always be accurate, honest, correct and up-to-date.
h. Once you complete the Account registration process, we may, in our absolute discretion, choose to accept you as a registered user for the Services and provide you with an Account.
i. We may suspend or cancel your Account if you do not comply with these terms or any other reason on notice to you.
2. DISCLAIMERS
You acknowledge and agree that:
a. all information provided as part of the Services is an opinion only, based on PhillipJane’s experience and best practice;
b. we do not guarantee:
i. any particular outcome, or any particular decision from any third party, on any issue, if you rely on the Services, including without limitation changes in market conditions, consumer behaviour and competition;
ii. that the Services will be entirely free from errors or omissions;
c. you have relied on any estimation or projection provided by PhillipJane as to the appropriateness of the Services for your particular business goals or strategies and have made your own enquiries and conducted your own research in that regard;
d. it is your responsibility to comply with applicable regulations relevant to your business, including industrial relations laws and privacy laws; and
e. PhillipJane will not be responsible for changes you or other third parties make to your website that adversely affect the ranking of your website.
3. THE SERVICES
3.1 SCOPE OF SERVICES
a. In consideration for the payment of the Subscription Fees, we will provide you with the Services set out under the relevant Subscription.
b. Unless otherwise agreed, we may, in our discretion:
i. not commence work on any Services until you have paid any Subscription Fees payable in respect of such Services; and
ii. withhold delivery of Services until you have paid the invoice in respect of such Services.
3.2 THE ONBOARDING PROCESS
a. Once you have been provided with an Account and we have received payment of the Subscription Fees, you will be granted access to the following:
i. your PhillipJane Subscription Management Portal (SMP); and
ii. your PhillipJane Client Task Portal (CTP).
b. The SMP may contain pre-recorded introductory videos, documents, text, graphics and images, to be viewed online through your Account (Learning Material). You must not reproduce or republish any of our Learning Materials in any way.
c. All Learning Materials are owned or licensed by us.
d. You are granted a non-exclusive, non-transferrable, revokable licence to use the Learning Materials for the Subscription Term.
e. Your licence to use the Learning Materials is limited to your own personal use and for participating in the Services. You must not reproduce, transmit, adapt, distribute, sell, modify or publish the Learning Materials or use it for any other reason.
3.3 TERM
Your access to the SMP and CTP will continue for as long as you continue to pay the Subscription Fees for the Subscription, unless cancelled by you or us.
3.4 SEGMENTS AND TASKS
To request Services from PhillipJane, you must submit Tasks and/or Segments to your CTP. We will provide you with confirmation once we have received and accepted the Tasks and/or Segments, and will provide an estimated timeframe for delivery.For the avoidance of doubt, we will only work on one (1) Task or Segment at a time.We may advise you of estimated dates of completion, deadlines or schedules for the completion of the Tasks and/or Segments (Timelines). We will use our best efforts to meet Timelines, however these are subject to change if unforeseen complexities arise. We will use our best efforts to minimise the impact of such changes.We reserve the right to revise Timelines in the event that a delay is cause by your failure to provide timely access, feedback or other information or materials reasonably requested by us in order to perform the Services.Once we complete a Task or Segment, we will upload this via your CTP for your review and approval. You may provide any feedback or requested amendments directly via the CTP. We will use our best endeavours to incorporate the feedback into the relevant Task or Segment, and provide an updated version to you. You are entitled to an unlimited number of feedback rounds and revisions for each Task or Segment.3.5 SECURITYWe will use our best efforts to ensure that your website, application or other information or data (Your Data) is stored securely. However, we do not accept responsibility or liability for any unauthorised use, destruction, loss, damage or alteration to Your Data, including due to hacking, malware, ransomware, viruses, malicious computer code or other forms of interference.4. CLIENT OBLIGATIONS4.1 PROVIDE INFORMATIONYou must provide us with all documentation, information and assistance reasonably required by us to perform the Services.You warrant that all information, documentation and other you provide for the purpose of receiving the Services, including company information, marketing information, financial records and commercial information, is complete, accurate, compliant with any applicable laws and industry regulations, and up-to-date.You release us from all liability in relation to any loss or damage arising out of or in connection with the Services, to the extent such loss or damage is caused or contributed to by information, documentation or any other material provided by you being incomplete, inaccurate or out-of-date.4.2 ACCESSYou agree to provide us with access to:your social media platforms and accounts (including login details and passwords);your website (but only where we are providing Services that involve making updates or changes to the Client’s website); andany other third party or other accounts used by you (including login details and passwords),as reasonably required by us to perform the Services.4.3 COMPLIANCE WITH LAWSYou agree that you will not by receiving or requesting the Services:breach any applicable laws, rules and regulations (including any applicable privacy laws); orinfringe the intellectual property rights or other rights of any third party or breach any duty of confidentiality.4.4 INSURANCEYou acknowledge and agree that you are responsible for insuring yourself against your risks under and in connection with this agreement.You must ensure that you affect and maintain adequate insurance to cover your risks and liabilities under this agreement and any activities undertaken by you in connection with this agreement, including marketing campaigns, including as applicable to the particular activity, business insurance, professional indemnity insurance, errors and omissions insurance and public liability insurance.5. PAYMENT5.1 GENERALAll prices are:as displayed and accepted by you at the time of checkout;in Australian Dollars; andsubject to change without notice prior to your Subscription.(GST) Unless otherwise indicated, amounts stated on the Website do not include GST.(Payment Obligations) You must pay the Subscription Fees in full or otherwise in the first instalments specified at the time of your Subscription.(Card surcharges) PhillipJane reserves the right to charge credit card surcharges in the event that payments are made using a credit, debit or charge card (including Visa, MasterCard or American Express).(Online payment partner) We may use third-party payment providers such as Stripe (Payment Providers) to collect payments for the Services. The processing of payments by the Payment Provider will be, in addition to these terms, subject to the terms, conditions and privacy policies of the Payment Provider accessible here and, to the maximum extent permitted by law, we will not be liable for the security or performance of the Payment Provider. We reserve the right to correct, or to instruct our Payment Provider to correct, any errors or mistakes in collecting your payment.5.2 SUBSCRIPTION(Subscription fees) You must pay the Subscription Fees in the amounts and at the times specified on our Website, or as otherwise agreed in writing. You agree that:all Subscription Fees must be paid in advance and are non-refundable (subject to clause 6); andunless otherwise agreed in writing, Subscription Fees are due and payable on a monthly basis, for the duration of the Subscription Term.(Automatic recurring billing) The Subscription will continue to renew on a monthly basis indefinitely, and you must pay Subscription Fees in respect of each monthly period, unless you cancel your Subscription using the functionality on the Website, in which case your Subscription will end at the end of the then-current monthly period. Otherwise, we will continue to debit the Subscription Fees from your account each month. We will not pay any charge back amount if you fail to cancel your Subscription in accordance with this clause.(Recurring payments) By choosing a recurring payment Subscription, you acknowledge that your Subscription has an initial and recurring payment feature and you accept responsibility for all recurring charges prior to your cancellation of your Subscription. We may submit periodic charges for the Subscription Fees without further authorisation from you, until you provide prior written notice (receipt of which is confirmed by us) that you have terminated this authorisation or wish to change your payment method. Such notice will not affect charges submitted before we could reasonably act on such notice. To terminate your authorisation or change your payment method, please contact us via our Website.(Upgrades and downgrades) You may notify us that you would like to upgrade or downgrade your Subscription at any time. If you do, we will:take reasonable steps to provide you with the new Subscription in the following month;apply the new, relevant Subscription Fees, in the monthly billing cycle immediately following the month in which the new Subscription was provided, and you will be charged at the new Subscription Fee in that subsequent month.For the avoidance of doubt, if you choose to downgrade your Subscription, the new Subscription Fees will kick in at the start of the next billing cycle. We don’t pro-rate downgrades in between billing cycles.(Pausing your Subscription) You may notify us that you would like to pause your Subscription, on at least 3 business days notice before your next payment date. If you do, we will pause your Subscription and not charge you any fees for your Subscription.5.3 CANCELLATIONWe reserve the right to cancel your subscription for any reason, and will notify you of this as soon as possible. Where payment has already been debited, the full amount will be credited back to your original method of payment.6. REFUNDSExcept as otherwise set out on our website or required by law (including the Australian Consumer Law), we generally don’t offer refunds for any of our Subscriptions and any refunds we issue will be solely at our discretion. Please let us know if you have any issues with our Services that you think should entitle you to a refund and we’ll consider your situation.7. INTELLECTUAL PROPERTY7.1 CLIENT CONTENTYou grant to us (and our subcontractors, employees or agents) a non-exclusive, royalty free, non-transferable, worldwide and irrevocable licence to use Your Content to the extent reasonably required to perform any Services.You:warrant that our use of Your Content as contemplated by this agreement will not infringe any third-party Intellectual Property Rights; andwill indemnify us from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) which arise out of such infringement.7.2 PHILLIPJANE IPWe grant to you a non-exclusive, royalty free, non-transferable, worldwide and revocable licence to use PhillipJane IP to the extent required for you to use, enjoy the benefit of or exploit the Services. You acknowledge and agree that we may use any PhillipJane IP for our business purposes, including to perform services for third parties.Unless otherwise agreed in writing by us, you will not acquire Intellectual Property Rights in any PhillipJane IP under this agreement or as part of receiving the Services.Unless otherwise agreed in writing, at the end of the Term, your licence to PhillipJane IP will be revoked and you are not entitled to use the PhillipJane IP in any way.7.3 DEVELOPED IPUnless otherwise agreed between the parties in writing:the Intellectual Property Rights in the Developed IP are assigned to you; andyou grant us a perpetual, irrevocable, transferrable, worldwide and royalty-free licence (including the right to sublicence) to use, copy, modify and adapt your Intellectual Property Rights in such Developed IP in order for us to use, exploit or otherwise enjoy the benefit of the Developed IP.7.4 DEFINITIONSFor the purposes of this clause 7:“Your Content” means any documents or materials supplied by you to us under or in connection with this agreement, including any Intellectual Property Rights attaching to those materials.“Developed IP” means any materials produced by us in the course of providing the Services including photographs, documentation, reports, data, designs, concepts, know-how, information, advice, opinions, emails, notes whether in draft or final form, in writing, provided orally, either alone or in conjunction with you or others, and any Intellectual Property Rights attaching to those materials.“PhillipJane IP” means all materials owned or licensed by us that is not Developed IP and any Intellectual Property Rights attaching to those materials.“Intellectual Property Rights” means any and all present and future intellectual and industrial property rights throughout the world (whether registered or unregistered), including copyright, trade marks, designs, patents, moral rights, semiconductor and circuit layout rights, trade, business, company and domain names, and other proprietary rights, trade secrets, know-how, technical data, confidential information and the right to have information kept confidential, or any rights to registration of such rights (including renewal), whether created before or after the date of this agreement.8. THIRD PARTY SERVICES, CONTENT, TERMS AND WEBSITES8.1 THIRD PARTY GOODS AND SERVICESThe Services may be powered by goods or services provided by third parties (including third party platforms) and therefore subject to the terms and conditions of those third parties. Your use of the Services is subject to any applicable third party terms and conditions and you agree to familiarise yourself with all applicable third party terms and conditions, which are currently:Trello: https://trello.com/legal/security;Webflow: https://webflow.com/legal/terms; andOneDrive: https://www.microsoft.com/en-au/servicesagreement.To the maximum extent permitted under applicable law and our agreements with any applicable third parties, we will not be liable for any acts or omissions of those third parties, including in relation to any fault or error of the Services or any issues experienced in the Subscription.8.2 THIRD PARTY CONTENTThe Services may contain text, images, data and other content provided by a third party and displayed in the information provided through the Services (Third Party Content). We accept no responsibility for Third Party Content and make no representation, warranty or guarantee about the quality, suitability, accuracy, reliability, currency or completeness of Third Party Content.8.3 LINKS TO OTHER WEBSITESThe Services may contain links to other websites that are not our responsibility. We have no control over the content of any linked websites, and we are not responsible for that content.Inclusion of any linked website on the Online Learning Community does not imply our approval or endorsement of the linked website.9. CONFIDENTIALITY AND PRIVACY9.1 CONFIDENTIALITYExcept as contemplated by this agreement, a party must not and must not permit any of its officers, employees, agents, contractors or related companies to use or to disclose to any person any Confidential Information disclosed to it by the other party without its prior written consent.This clause does not apply to:information which is generally available to the public (other than as a result of a breach of these terms or another obligation of confidence);information required to be disclosed by any law; orinformation disclosed by us to its subcontractors, outsourced workers, employees, cloud storage providers or agents for the purposes of performing the Services or its obligations under this agreement.For the purposes of this clause 9, “Confidential Information” means information of or provided by a party to the other party under or in connection with this agreement that is by its nature confidential information, is designated by the party as confidential, or the other party knows or ought to know is confidential, but does not include information which is or becomes, without a breach of confidentiality, public knowledge.9.2 PRIVACYThe parties agree to comply with:if applicable, their respective obligations under the Privacy Act 1988 (Cth); andthe PhillipJane privacy policy, in force from time to time.We will keep you informed of any changes to its privacy policy during the Term.10. LIABILITY10.1 WARRANTIESTo the maximum extent permitted by applicable law, all express or implied representations and warranties not expressly stated in this agreement are excluded.Nothing in this agreement is intended to limit the operation of the Australian Consumer Law contained in the Competition and Consumer Act 2010 (Cth) (ACL). Under the ACL, the Client may be entitled to certain remedies (like a refund, replacement or repair) if there is a failure with the goods or services provided.10.2 LIABILITYTo the maximum extent permitted by law and subject to clause 2(b), the total liability of each party in respect of loss or damage sustained by the other party in connection with these terms is limited to the amount paid by you to PhillipJane in the 3 months preceding the date of the event giving rise to the relevant liability.Clause 10.2(a) does not apply to your liability in respect of loss or damage sustained by us arising from your:breach of third party intellectual property rights; ornegligent, fraudulent or criminal act or omission.10.3 CONSEQUENTIAL LOSSTo the maximum extent permitted by law, neither party will be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue in connection with this agreement or any products or services provided by us, except:in relation to a party’s liability for fraud, personal injury, death or loss or damage to tangible property; orto the extent this liability cannot be excluded under the Competition and Consumer Act 2010 (Cth).11. GENERAL11.1 GOVERNING LAW AND JURISDICTIONThis agreement is governed by the law applying in New South Wales, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of New South Wales and courts of appeal from them in respect of any proceedings arising out of or in connection with these terms. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.11.2 WAIVERNo party to these terms may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.11.3 SEVERANCEAny term of these terms which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of these terms is not limited or otherwise affected.11.4 JOINT AND SEVERAL LIABILITYAn obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.11.5 ASSIGNMENTA party cannot assign, novate or otherwise transfer any of its rights or obligations under these terms without the prior written consent of the other party.11.6 COSTSExcept as otherwise provided in these terms, each party must pay its own costs and expenses in connection with negotiating, preparing, executing and performing these terms.11.7 ENTIRE AGREEMENTThis agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of these terms.11.8 INTERPRETATION(singular and plural) words in the singular includes the plural (and vice versa)(currency) a reference to $, or “dollar”, is to Australian currency;(gender) words indicating a gender includes the corresponding words of any other gender;(defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;(person) a reference to “person” or “you” includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;(party) a reference to a party includes that party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee(these terms) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of these terms, and a reference to these terms includes all schedules, exhibits, attachments and annexures to it(document) a reference to a document (including these terms) is to that document as varied, novated, ratified or replaced from time to time;(headings) headings and words in bold type are for convenience only and do not affect interpretation;(includes) the word “includes” and similar words in any form is not a word of limitation; and(adverse interpretation) no provision of these terms will be interpreted adversely to a party because that party was responsible for the preparation of these terms or that provision.12. NOTICESAny notices required to be sent under this agreement must be sent via email using the party’s email addresses set out in this agreement, and the email’s subject heading must refer to the name and date of this agreement.If no email address is stated in this agreement, the notice may be sent to the email address most commonly used by the parties to correspond in relation to this agreement at the time the notice is sent.The notice will be considered to be delivered 24 hours after it was sent, unless the sender has reason to believe the email failed to send or was otherwise not delivered or received.