Service Agreement

SERVICE AGREEMENT

Last Updated: October 27, 2024

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Background

1. Collective Loop provides marketing services, including social media, email marketing, social advertising, landing pages, creative services, content services, and data analytics (collectively, “Services”).
2. This Agreement sets out the terms and conditions that will apply to the Client’s use of the Services.
3. Collective Loop agrees to provide the Services to the Client on the terms set out in this Agreement.
4. The parties agree to be bound by the terms of this Agreement.

 

Definitions

• Agreement: This agreement and annexures.
• Annexures: Any annexure(s) attached to this Agreement.
• Client: The business entity, and their representatives, that Collective Loop provides services to.
• Collective Loop: The business entity, and their representatives, that provide services to the Client.
• Confidential Information: Includes:
• The terms of this Agreement, including information disclosed by either party during negotiations, discussions, and meetings relating to this Agreement.
• Information identified as confidential upon disclosure.
• Any other information belonging to a Disclosing Party that is not publicly available and is understood to be confidential.
• Commencement Date: The date of the Client’s first payment.
• Disclosing Party: The party whose Confidential Information is disclosed or relates to.
• Expenses: Third-party costs incurred by Collective Loop in connection with providing the Services.
• Extra Services: Additional services that can be organized on an as-needed/ad hoc basis.
• Information: Any form of data, including but not limited to written, oral, electronic, or other formats.
• Monthly Package Fee: The monthly fee associated with a selected marketing package.
• Monthly Package Subscription: A package as specified in Annexure 1.
• Parties: Collective Loop and the Client.
• Receiving Party: The party receiving or possessing Confidential Information belonging to the other party.
• Service Personnel/Staff: Employees, contractors, or agents of Collective Loop engaged to perform the Services for the Client.
• Services: Marketing services as outlined in this Agreement.
• Term: The duration from the Commencement Date until termination per this Agreement.
• Third Party: Any party other than Collective Loop or the Client.

 

1. Term of Services

1.1 This Agreement is effective from the Commencement Date and will continue month-to-month until terminated earlier in accordance with this Agreement’s provisions.

1.2 If the Client selects the Launch Discount, a minimum term of 3 months applies from the Commencement Date. After this time, the Agreement will continue month-to-month until terminated earlier in accordance with this Agreement’s provisions.

 

2. Provision of Services

2.1 Subject to payment of the Fees, Collective Loop will use reasonable efforts to provide the Services specified in Annexure 1 according to the Agreement. Any exclusions from the Services are specified in Annexure 2.

 

3. Fees and Payment

3.1 The Client must pay Collective Loop the Fees, as specified in Annexures 2 and 3. Collective Loop will provide the Client with an invoice for all amounts due.

3.2 The Client is not responsible for any taxes based on Collective Loop’s income or gross receipts.

3.3 The Client is responsible for the regular payment of Monthly Package Fees every 30 days, or on a fixed date every month, to maintain their subscription and access to Services.

3.4 Reoccurring payments for Services will commence 30 days, or a fixed date every month, after the Commencement Date and will continue unless and until the subscription is cancelled.

3.5 Recurring payments for Services will automatically commence 30 days, or on a fixed date every month, after the Commencement Date and will continue until the Client cancels the subscription in writing with 30 days’ notice.

3.6 Custom Packages will be charged, based on agreed services and inclusions immediately upon agreement from the Client. Custom packages will have the same payment conditions as pre-built packages, including clauses 3.1, 3.2, 3.3, 3.6, 3.7 and 3.8.

• In the event of non-payment:

• Interest may be charged at a rate of 4% above the relevant bank rate.
• Collective Loop reserves the right to suspend all Services without liability until payment is received.

3.8 Collective Loop reserves the right to adjust Fees with at least 30 days’ written notice in cases of increased service costs from third parties, legal requirements, or inflationary adjustments.

3.9 If the Client wishes to terminate due to fee increases, they must notify Collective Loop in writing within 10 business days of receiving the notice of increase. Failure to do so constitutes acceptance of the new fees.

3.10 Collective Loop reserves the right to increase the Monthly Package Fees by up to 5% on each anniversary of the Commencement Date, without requiring additional justification beyond inflation or cost adjustments.

 

4. Discounts &/or Promotional Offers

4.1 Collective Loop may offer or provide discounts or promotional offers to the Client.

4.2 Conditions will apply to all discounts or promotional offers. Collective Loop will provide all conditions when advertising or promoting discounts or promotional offers to the Client. The Client agrees to these conditions when accepting discounts or promotional offers.

• Conditions may include, but are not limited to:

• (a) A minimum agreement or contract term;
• (b) Limitation of the type of services provided by Collective Loop;
• (c) The number of times, or frequency, that services can be used by the Client;
• (d) The duration that services can be used by the Client

4.4 Each offer or promotional discount maybe used a maximum of one (1) time per Client.

 

5. Upgrades or Downgrades

5.1 The Client can upgrade or downgrade their Monthly Package Subscription at any time.

5.2 The Client must contact Collective Loop to request the upgrade or downgrade of their existing subscription. Collective Loop will action this request within 7 business days.

5.3 If the billing periods are the same, the billing dates remain the same. If the billing periods are different, the new price is billed at the new interval, starting on the day of the change.

5.4 If you upgrade in the middle of your billing cycle, you may be charged a one-off pro-rata fee.

5.5 Charges will be prorated for the Client’s previous Monthly Package Subscription.

5.6 When downgrading, the Client may lose access or have limitations applied to services (both free and paid), assets, content, capabilities and communication.

 

6. Refunds

6.1 The Client may only request a full refund within 14 calendar days from the Commencement Date. Collective Loop reserves the right to address issues associated with the cancellation if this can be actioned within a reasonable amount of time.

6.2 Refunds beyond the initial 14-day period are at Collective Loop’s sole discretion. Collective Loop may assess each refund request individually and is under no obligation to provide refunds beyond the initial period.

6.3 If a refund is requested by The Client and Collective Loop is unable or unwilling to remedy issues associated with the refund request within a reasonable amount of time, then a 100% refund of the first Monthly Package Subscription payment will be actioned by Collective Loop.

6.4 All refunds will be credited to the nominated account as specified by The Client within 30 days of request.

 

7. Ownership of Deliverables

7.1 Client Ownership: Upon full payment for Services, the Client will retain all rights, title, and interest, including copyright and other intellectual property rights, in the final versions of all materials, content, and deliverables (collectively, “Deliverables”) created by Collective Loop as part of this Agreement.

7.2 Agency Portfolio Rights: Collective Loop retains the right to use final Deliverables in its portfolio and for marketing purposes, provided that Collective Loop does not disclose any confidential information or proprietary aspects unique to the Client’s brand strategy.

7.3 Derivative Rights: The Client is granted exclusive rights to modify, adapt, or create derivative works from the Deliverables for internal and external use, in perpetuity.

 

8. License to Use Third-Party Content

8.1 Licensed Content: Any stock images, licensed fonts, music, or other third-party materials used in the Deliverables will remain the property of their respective licensors. Collective Loop will secure licenses necessary for use as described in the project scope. The Client agrees to abide by any terms and limitations associated with such licenses.

8.2 Open-Source & Free-to-Use Content: Collective Loop may incorporate open-source or free-to-use content if it fits the Client’s requirements and meets licensing criteria. However, Collective Loop will inform the Client of any potential usage limitations associated with this content.

 

9. Use of Client’s Intellectual Property

9.1 Client-Provided Materials: Any materials, branding elements, or IP the Client provides to Collective Loop (such as logos, trademarks, images, and text) remain the Client’s property. Collective Loop will not use, distribute, or modify these materials beyond the scope of this Agreement without prior written approval from the Client.

9.2 License to Agency: The Client grants Collective Loop a non-exclusive, revocable license to use the Client’s IP solely for the purpose of fulfilling the scope of Services under this Agreement.

9.3 Promotion Rights: The Client grants Collective Loop the right to use their brand image in promotional material, advertising and communication with the understanding that this will not adversely impact The Client’s brand reputation in any way.

 

10. Infringement and Liability

10.1 Indemnification for Third-Party Claims: The Client agrees to indemnify and hold Collective Loop harmless from any third-party claims of intellectual property infringement related to the Client-provided materials or instructions. Likewise, Collective Loop agrees to indemnify and hold the Client harmless for any third-party claims related to Collective Loop-created Deliverables, provided the content was created exclusively by Collective Loop and does not include any Client-supplied elements.

10.2 Representation of Ownership: Collective Loop warrants that all original content created for the Client under this Agreement is original and does not infringe on any third-party copyrights, trademarks, or other IP rights.

 

11. Moral Rights Waiver

11.1 Moral Rights: Collective Loop waives any “moral rights” in the Deliverables, such as the right of attribution or integrity, to allow the Client full freedom in the modification and use of the Deliverables.

 

12. Termination and Ownership

12.1 Ownership Upon Termination: In the event of termination, the Client will retain all ownership rights in any completed Deliverables for which payment has been made. Any work in progress not yet paid for by the Client will remain the property of Collective Loop.

 

13. Confidential Information

13.1 Each Receiving Party acknowledges the confidentiality of the Disclosing Party’s Confidential Information and agrees to:

• (a) Keep it confidential and not disclose it without prior written approval.
• (b) Securely maintain all Confidential Information.
• (c) Use Confidential Information solely for fulfilling this Agreement.

13.2 Confidentiality obligations do not apply to information publicly available or legally required to be disclosed.

 

14. Fair Treatment of Service Providers

14.1 Respectful Treatment: The Client agrees to treat all Collective Loop staff and contractors providing services (“Service Providers”) with professionalism, respect, and courtesy at all times. The Client will maintain a supportive and respectful environment and avoid any behavior that could be deemed discriminatory, harassing, or abusive.

14.2 Non-Discrimination and Anti-Harassment: The Client shall not engage in or permit any form of discrimination, harassment, or bullying against Service Providers based on race, gender, age, disability, religion, national origin, sexual orientation, or any other protected characteristic under applicable law.

14.3 Clear Communication and Boundaries: The Client agrees to provide clear communication and reasonable expectations regarding project timelines, deliverables, and availability. Service Providers should not be subjected to excessive or unreasonable demands, nor expected to work outside of agreed hours without prior mutual agreement.

 

15. Reporting and Resolution of Issues

15.1 Reporting of Concerns: In the event that a Service Provider experiences any form of mistreatment, the Client agrees to cooperate in promptly addressing and resolving the issue through communication and appropriate corrective action as mutually agreed upon by the Client and Collective Loop.

15.2 Escalation Process: If issues of mistreatment persist after initial attempts at resolution, Collective Loop reserves the right to escalate the concern formally with the Client’s management to seek a fair and constructive resolution.

 

16. Termination Due to Breach of Fair Treatment Clause

16.1 Immediate Termination for Serious Breach: Collective Loop reserves the right to terminate this Agreement immediately and without further obligation if the Client, or its representatives, engage in behavior that constitutes a serious breach of the Fair Treatment of Service Providers clause, including, but not limited to, harassment, discrimination, or abusive conduct.

16.2 Termination Procedure and Payment Obligations: In the event of termination under this clause, the Client will be responsible for payment of all fees and expenses incurred up to the date of termination. Collective Loop may also pursue other available remedies, including legal action, for damages arising from any mistreatment of its staff.

 

17. Waiver and Acknowledgment of Fair Treatment Clause

17.1 Acknowledgment: By entering into this Agreement, the Client acknowledges the importance of maintaining a respectful, inclusive, and safe environment for all Service Providers and agrees to adhere to the standards outlined in this clause.

17.2 Waiver of Liability for Agency Staff: Collective Loop and its Service Providers reserve the right to report any unlawful behavior to appropriate authorities, without incurring liability for reporting such behavior, and may take other appropriate actions to safeguard staff as deemed necessary.

 

18. Indemnities

18.1 Collective Loop indemnifies the Client against losses due to:

• (a) Negligence, misconduct, or fraud.
• (b) IP infringement.
• (c) Breach of confidentiality.
• (d) Employment-related claims related to Collective Loop personnel.

18.2 The Client indemnifies Collective Loop against losses due to:

• (a) Injury, illness, or death caused by the Client.
• (b) Breach of Agreement.
• (c) Third-party actions under the Client’s control.
• (d) IP and privacy law breaches.

 

19. Limitations of Liability

19.1 Collective Loop’s liability for any claim arising under this Agreement, whether in contract, tort, or otherwise, shall be limited to the amount paid by the Client for Services in the previous 3 months, regardless of the number of claims or incidents.

19.2 Liability exclusions apply to indirect, special, incidental, or consequential damages.

19.3 Collective Loop shall not be liable for any acts, omissions, or instructions provided by the Client that may lead to errors, delays, or issues in the Services provided.

19.4 The maximum aggregate liability of Collective Loop shall not exceed the sum paid by the Client for Services in the previous 3 months, regardless of the form of action, whether in contract, tort (including negligence), or otherwise.

19.5 Liability shall be unlimited only for breaches involving confidentiality, gross negligence, fraud, or willful misconduct by either party.

 

20. Termination

20.1 Either party may terminate the Agreement with thirty (30) business days’ notice.

20.2 Either party may terminate this Agreement immediately upon notice for:

• Breach of Agreement, provided the breaching party does not cure the breach within 10 business days of receiving written notice.
• Significant legal changes that materially affect the Services or ability to perform the Agreement.
• Breach of the Fair Treatment of Service Providers clause, without a required cure period, if the breach involves serious misconduct, harassment, or abuse.

20.3 Upon termination, each party shall return or destroy all Confidential Information of the other party within 10 business days, and both parties shall settle any outstanding Fees as of the termination date.

 

21. Non-Solicitation

21.1 During and for 12 months after the Term, neither party will solicit Service Personnel or consultants involved in the Services.

 

22. Service Personnel

22.1 Collective Loop will:

• (a) Use reasonable efforts to maintain consistent Service Personnel.
• (b) Address performance issues if necessary.

 

23. Credit

23.1 Collective Loop may set a credit limit and request a bond, guarantee, or other security for Fees.

 

24. Force Majeure

24.1 Neither party is liable for delays or errors caused by events beyond its reasonable control.

 

25. Severability

25.1 Invalid provisions will be severed, and the remaining provisions remain effective.

 

26. Governing Law

26.1 This Agreement is governed by the laws of Victoria, Australia. Parties will attempt to resolve disputes informally or via mediation if necessary.

 

27. Waiver

27.1 Rights may only be waived in writing and signed by the waiving party.

 

28. Entire Agreement and Prevailing Clauses

28.1 This Agreement, its Recitals, and Annexures constitute the entire agreement. In case of conflict, the terms of this Agreement prevail.

 

29. Surviving Provisions

29.1 Provisions intended to survive termination, including indemnities, confidentiality, and payment obligations, remain effective following termination.

 

 

 

 

 

Annexure 1

Services

Collective Loop will deliver the Services to the extent provided for in this Agreement, based on the Monthly Marketing Package purchased by the Client. These are allocated as per the below table;

Service	Bright Lite	Brand Plant	Take Off
Tasks
Unlimited tasks & revisions	Yes	Yes	Yes
Tasks active at one time	1	1	2
Turnaround time (days)¹	5	4	3
Planning
Social Media Planning²	Yes	No	No
Marketing Planning³	No	Yes	Yes
Channels
Social Media (Management)²	Yes	Yes	Yes
Email Marketing⁴	No	Yes	Yes
Social Media (Advertising)⁵	No	No	Yes
Production
Creative assets	Yes (limited)	Yes	Yes
Content assets	Yes (limited)	Yes	Yes
Business collateral	Yes	Yes	Yes
Video assets	No	Yes (limited)	Yes
Advertising assets	No	No	Yes
Reporting
Data analytics	No	No	Yes
Management Functions
Project Management	Yes	Yes	Yes
Account Management	No	Yes	Yes
Check-ins⁶
Frequency	Monthly	Bi-monthly	Weekly
Customer Support
Support Provided	Standard	Standard	Premium
Complimentary Services
AI chatbot⁷	Yes	Yes	Yes
Marketing audit⁸	Yes	Yes	Yes
HD stock images⁹	Yes	Yes	Yes
Video clips¹⁰	No	No	Yes

 

Conditions:

1. While every effort will be made to complete tasks within these timeframes, large, complex detailed or client-dependent tasks may take longer.
2. Social Media Planning only includes activities on existing or planned social media platforms. Supported platforms include Facebook, Instagram and LinkedIn.
3. Marketing Planning only includes activities on supported Collective Loop marketing channels, as per the Monthly Marketing Package purchased by the client
4. Daily send limits will apply for Email Marketing to allow for optimal receipt and to avoid blacklisting of email addresses or other activities that may impact achieving the Client’s goals.
5. Social Media Advertising only includes activities on existing or planned social media platforms. Supported platforms include Facebook, Instagram and LinkedIn. Services do not include advertising costs associated with social media platforms (ie. Facebook, Instagram and LinkedIn advertising rates).
6. Check-ins will be scheduled on a recurring date that is convenient to both the Client and Collective Loop. Accommodations may need to be made for differences in time zone of attendees. If either party is unable to attend a Check-in, then representatives may either reschedule within a reasonable timeframe or defer until the next scheduled Check-in.
7. Collective Loop will provide a free AI Chatbot of its choosing, to be used on the Client’s website. The purpose of the AI Chatbot is to help convert browsers to potential customers (ie. leads), answer questions about the business and its products or services and provide a platform for the Client to follow up with inquiries. The AI Chatbot will be trained on available information provided by the Client. Collective Loop is not responsible for any responses provided by the AI Chatbot that negatively impact the Client.
8. A single audit of the Client’s current marketing activities will be conducted by Collective Loop free of charge at the commencement of a Monthly Marketing Package. The format, details, information and recommendations within the audit are provided at the discretion of Collective Loop.
9. High-resolution images, illustrations and vector assets will be provided free of charge to be used in the Client’s marketing activities provided by Collective Loop. Usage rights and availability of high-resolution images does not extend to Services outside of a Client’s Monthly Marketing Package. Limitations may be applied to the Client if excessive (ie. more than 50 assets) are requested per month, unless otherwise agreed to by Collective Loop.
10. Stock video clips will be provided free of charge to be used in the Client’s marketing activities provided by Collective Loop. Usage rights and availability stock video clips does not extend to Services outside of a Client’s Monthly Marketing Package. Limitations may be applied to the Client if excessive (ie. more than 10 videos) are requested per month, unless otherwise agreed to by Collective Loop.

 

 

Annexure 2

Service Fees

The Monthly Marketing Package fees consist of the following:

Bright Lite	USD $1,399
Brand Plant	USD $2,799
Take Off	USD $5,599

 

Note: Custom Packages can be organized based on specific requirements from the Client. These packages will be costed separately to those listed above and will be based on services required.

 

Annexure 3

Extra Services

Extra Services can be requested by the Client on an as-needed, ad hoc basis. These Extra Services are in addition to any Services provided through monthly marketing packages. Extra Services include:

Priority Boost	Increase the priority of important tasks for a shorter turnaround	USD $75/request
Extra Capacity	Add additional capacity for large, complex or detailed activities	USD $100/day
Additional Role	Add a specialized role to enhance your marketing activities	USD $150/day
Strategic Insights	Gain valuable insights from a strategic expert to improve planning	USD $250/insight
Consultations	Speak to an expert about marketing challenges or opportunities	From USD $100/hr
Specialist Review	Have a specialist review your activities and provide feedback	From USD $75/hr

 

The Client can request Extra Services, that are not listed in the table above, from Collective Loop. Collective Loop will provide an estimate of costs per Services request. Payment for these services is required from the Client before Collective Loop commences providing these Services.

 

Annexure 4

Exclusions

Any services not specified within this Agreement are considered exclusions. However, the following services whilst officially “out of scope” can be provided on an ad hoc basis with fees agreed by negotiation:

Exclusions

Advertising costs associated with running advertising on social media platforms (eg. Facebook, Instagram, LinkedIn, etc)

Software, licenses or subscriptions required by the Client that is not included in Collective Loop’s core tech stack

Setup of systems, platforms, channels or subscriptions not included in Collective Loop’s core tech stack or Services

Any services for a Monthly Marketing Package not listed in the Services table