1. Agreement with these terms
These Terms of Service (Terms) form part of the agreement between you (the client) and Instant Activations Merchandising Pty Ltd (ABN 58 702 764 574) (we, us or our) whenever you engage us to provide merchandising, in-store activation, field marketing or related professional business and consulting services. By accepting a quote, issuing a purchase order, or otherwise instructing us to commence work, you agree to be bound by these Terms. If there is any inconsistency between these Terms and a signed statement of work or service agreement, the signed document prevails to the extent of the inconsistency.
2. Our services
We provide professional services including retail merchandising, stock management and replenishment, in-store activations and product demonstrations, retail audits, campaign reporting and related business and consulting services. The particular services we will provide for you, together with deliverables, timelines and locations, will be set out in the quote, statement of work or booking confirmation we issue to you. We deliver services as an independent contractor. Nothing in these Terms creates a partnership, joint venture, employment or agency relationship between the parties.
3. Quotes and engagement
Quotes provided by us are valid for 30 days from the date of issue unless the quote states otherwise. All amounts are expressed in Australian dollars and, where applicable, include goods and services tax (GST). An engagement commences when you accept a quote in writing (including by email) or when we confirm a booking following your written instruction. We may decline any engagement at our discretion, including where a request falls outside our capacity, capability or service areas.
4. Fees and payment
Unless otherwise agreed in writing, we will issue invoices on completion of the relevant services or at agreed milestones. Invoices are payable within 14 days of the date of issue by the payment methods stated on the invoice. If you dispute an invoice, you must notify us in writing within 7 days of receiving it, setting out the reason for the dispute, and pay any undisputed amounts when they fall due. We may charge interest on overdue amounts at a reasonable rate and may suspend services where amounts remain outstanding after written notice.
5. Changes and variations
Either party may request changes to the scope, timing or locations of the services. A variation is only effective once agreed in writing by both parties, including any agreed adjustment to fees or timelines. We will let you know promptly if a requested change is likely to affect cost or delivery dates.
6. Client responsibilities
You agree to: provide accurate and complete information relevant to the engagement; ensure that we and our personnel have safe and reasonable access to the relevant sites at agreed times; obtain any permissions required from retail partners, landlords or shopping centre management; and supply products, point-of-sale materials or stock in suitable condition and at the agreed times. We rely on the accuracy of the information you provide and are not responsible for delays, additional costs or defects caused by incomplete or inaccurate information, or by lack of access or permissions.
7. Scheduling, cancellations and delays
Visits, demonstrations and activations are scheduled by mutual agreement. If you cancel a scheduled service with less than 48 hours’ notice, or if we attend a site and access is not available through no fault of ours, we may charge reasonable costs already incurred, including staff time and travel. If we need to reschedule for reasons beyond our reasonable control, we will do so as soon as practicable and keep you informed.
8. Materials, stock and equipment
Ownership and risk of stock, display materials and point-of-sale materials supplied by you remain with you at all times, and you are responsible for insuring your own products and materials. We will handle your materials with due care while they are in our possession and will return, store or dispose of them as agreed at the end of the engagement.
9. Intellectual property
Unless otherwise agreed in writing, you retain ownership of your pre-existing intellectual property, including your trade marks, product images and campaign materials. We retain ownership of our pre-existing intellectual property and of any methodologies, tools, templates and reporting formats we use or develop. On full payment, you receive a non-exclusive, non-transferable licence to use the reports, records and deliverables we produce for your internal business purposes.
10. Confidentiality
Each party will keep confidential all non-public information of the other party and will use it only for the purposes of the engagement. This obligation does not apply to information that is or becomes publicly available through no breach of these Terms, is independently developed, or is required to be disclosed by law.
11. Consumer guarantees under Australian law
Nothing in these Terms excludes, restricts or modifies any rights you may have under the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)) or any other law that cannot lawfully be excluded. Where the Australian Consumer Law applies to your acquisition of our services, our services come with guarantees that cannot be excluded, including that the services will be provided with due care and skill, will be reasonably fit for any purpose you made known to us, and will be supplied within a reasonable time. If we breach a consumer guarantee, you may be entitled to the re-supply of the services or, in some circumstances, a refund, as provided by the Australian Consumer Law.
12. Limitation of liability
To the maximum extent permitted by law, and except for liability under consumer guarantees that cannot be excluded, we are not liable for indirect or consequential loss, loss of profit, loss of revenue, or loss of business opportunity arising from or in connection with the services. Where our liability for a claim cannot lawfully be excluded, our total aggregate liability for that claim is limited to the fees you paid us for the services giving rise to the claim. Nothing in this clause limits liability for death or personal injury caused by our negligence or for anything else that cannot lawfully be limited.
13. Suspension and termination
Either party may terminate an engagement by giving 14 days’ written notice, or immediately by written notice if the other party commits a material breach that is not remedied within 7 days of written notice, or becomes insolvent. On termination, you must pay for services performed and reasonable costs incurred up to the date of termination. Clauses which by their nature survive termination, including intellectual property, confidentiality, liability and governing law, continue to apply.
14. Events beyond our control
We are not liable for delay or failure to perform our obligations where that is caused by events beyond our reasonable control, including natural disasters, pandemics, industrial action, transport disruptions or changes in law. We will notify you as soon as practicable and will work with you in good faith to reschedule any affected services.
15. Privacy
We handle personal information in accordance with the Privacy Act 1988 (Cth) and our Privacy Policy, which explains what information we collect, how we use it and how you can contact us about it.
16. Governing law and disputes
These Terms and any engagement are governed by the laws of Victoria, Australia, and each party submits to the non-exclusive jurisdiction of the courts of Victoria. Before commencing proceedings, the parties agree to attempt in good faith to resolve any dispute by discussion between senior representatives.
17. Changes to these terms
We may update these Terms from time to time by publishing the updated version on this page. The Terms in force at the time you accept a quote or confirm a booking will apply to that engagement, unless a signed agreement states otherwise.
18. Contact us
Questions about these Terms can be directed to Instant Activations Merchandising Pty Ltd (ABN 58 702 764 574) by email at ceo@instantactivationsmerchandising.online. We are based in Melbourne VIC and provide professional merchandising and consulting services across metropolitan Melbourne, greater Victoria and agreed locations throughout Australia.