Master Services Agreement Summary
This Engagement Letter (“Agreement”) outlines the general terms under which Invenza Digital Marketing (“we”, “us”, “our”) provides marketing services to you (“you”, “your”, “the Client”).
This document forms the standard terms of engagement and applies to all proposals, scopes of work, and services provided by us, unless otherwise agreed in writing.
1. Scope of Engagement
This Agreement sets out the general commercial and legal terms of our relationship.
Specific services, deliverables, fees, and inclusions will be outlined separately in a proposal, scope of work, or service schedule, which forms part of this Agreement once accepted.
Where there is any inconsistency between this Agreement and a proposal or scope of work, the proposal or scope of work will prevail.
2. Trial Period – 30 Day Love It or Leave It
The first 30 days of our engagement is a trial period.
Either party may terminate the engagement during this period with written notice.
Fees paid during the trial period are non-refundable.
If the engagement is not cancelled during the first 30 days, it will automatically continue under the fixed term outlined below.
3. Term & Ongoing Engagement
The term of this Agreement depends on the nature of the services outlined in the accepted proposal or scope of work.
a) Recurring Services (Ongoing Engagement)
Where services are provided on an ongoing or recurring basis:
The first 30 days of the engagement is a trial period.
If the engagement is not cancelled during the trial period, it will continue as a 12-month fixed term commitment.
After the initial 12-month term, the engagement will continue on a month-to-month basis unless terminated in writing in accordance with this Agreement.
b) Project-Based Services (One-Off Engagement)
Where services are provided on a project or fixed-scope basis:
The engagement will continue for the duration of the project as defined in the proposal or scope of work.
No ongoing or recurring commitment applies unless expressly stated in writing.
Once the project is completed and all fees are paid, the engagement will conclude automatically.
4. Fees & Direct Debit Authorisation
All fees are payable via direct debit or card.
By accepting our proposal and engaging our services, you authorise us to debit the agreed fees from your nominated account on a recurring basis.
Fees are processed automatically according to the agreed billing cycle.
You are responsible for ensuring sufficient funds are available.
Failed payments may result in suspension of services until payment is resolved.
We reserve the right to adjust fees with reasonable notice, where applicable.
5. Client Responsibilities & Cooperation
To deliver services effectively, you agree to:
Provide timely access to information, assets, accounts, approvals, and feedback.
Respond reasonably and promptly to requests required for delivery.
Ensure information provided to us is accurate and lawful.
Delays caused by missing information, approvals, or access may impact timelines and outcomes.
6. No Guarantees or Promises of Results
While we apply industry best practices, experience, and strategic expertise, you acknowledge that:
Marketing performance is influenced by factors outside our control.
We do not guarantee specific results, including leads, revenue, conversions, or growth outcomes.
Past performance is not a guarantee of future results.
Our obligation is to provide services professionally and competently, not to guarantee outcomes.
7. Limitation of Liability
To the maximum extent permitted by law:
We are not liable for indirect, incidental, or consequential losses.
Our total liability under this Agreement is limited to the fees paid by you in the preceding three months.
We are not responsible for losses arising from platform changes, third-party tools, ad accounts, or external service providers.
8. Intellectual Property
Unless otherwise agreed:
All materials, strategies, systems, and frameworks developed by us remain our intellectual property.
You are granted a non-exclusive licence to use deliverables for your business during the engagement.
9. Confidentiality
Both parties agree to keep confidential any non-public, sensitive, or proprietary information shared during the engagement.
10. Termination After Trial Period
Either party may terminate in accordance with the terms outlined in the applicable proposal or scope of work.
Fees for work completed up to the termination date remain payable.
a) During the Trial Period (Recurring Services Only)
Either party may terminate the engagement within the first 30 days by providing written notice. Fees paid during the trial period are non-refundable.
b) After the Trial Period – Recurring Services
After the trial period and during the fixed term:
Early termination may require payment of remaining fees for the fixed term, unless otherwise agreed in writing.
Termination must be provided in writing.
c) Project-Based Services
For project-based engagements:
11. Governing Law
This Agreement is governed by the laws of Australia, and the parties submit to the jurisdiction of Australian courts.
12. Acceptance
By accepting a proposal, making payment, or commencing services, you confirm that you have read, understood, and agreed to this Engagement Letter.