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Outdesk Marketing Services Terms and Conditions

Last updated: June 2025  |  Version 1.3

These Terms and Conditions (“Terms”) apply to all marketing and digital services provided by
Outsource Philippines Pty Ltd Trading As Outdesk (“Outdesk”, “we”, “our”, or “us”).
They form part of the Outdesk Marketing Services Agreement (“Agreement”) entered into with each Client (“Client”, “you”, or “your”).

1. Definitions

Agreement means the signed Outdesk Marketing Services Agreement and these Terms.
Services means any marketing, advertising, design, or digital activity delivered by Outdesk.
Deliverables means any creative assets, campaigns, or materials produced for the Client.
Effective Date means the commencement date shown in the Agreement.
Business Day means a day other than a weekend or public holiday in New South Wales, Australia.

2. Application of These Terms

  1. These Terms apply to all marketing engagements where Outdesk provides Services to the Client.
  2. If there is any inconsistency between these Terms and the Agreement, the Agreement prevails.
  3. Outdesk may update these Terms from time to time. The version current at the signing of the Agreement applies unless both Parties agree in writing to adopt a later version.

3. Insurance and Liability

  1. Insurance – Outdesk maintains public liability, cyber security, and management liability insurance appropriate to its operations.
  2. Exclusion of Warranties – Services are provided with due care and skill but without guarantee of specific results or commercial outcomes.
  3. Limitation of Liability –
    • Outdesk’s total aggregate liability is limited to the amount paid by the Client for Services in the one (1) month preceding the event giving rise to the claim.
    • Outdesk is not liable for indirect, incidental, or consequential loss, including loss of profit, data, goodwill, or revenue.
    • Outdesk is not liable for any errors, outages, suspensions, or data loss from third-party platforms such as Google, Meta, or LinkedIn.
  4. No Refunds – Fees are non-refundable except as required under Australian Consumer Law.
  5. Client Acknowledgment – The Client acknowledges that marketing performance depends on external factors including audience behaviour, algorithms, competition, and platform changes.

4. Indemnity

  1. The Client indemnifies and holds harmless Outdesk, its directors, employees, and agents from all claims, costs, and losses arising from:
    • the Client’s breach of the Agreement or these Terms;
    • materials, products, or content supplied by the Client; or
    • any third-party claim relating to the Client’s goods or services.
  2. This indemnity does not apply to loss caused directly by Outdesk’s wilful misconduct or gross negligence.

5. Relationship of the Parties

  1. Outdesk is engaged as an independent marketing agency to plan, manage, and execute the Client’s marketing activities.
  2. Outdesk is authorised to act on the Client’s behalf within advertising and marketing platforms for the purpose of creating, managing, and optimising campaigns.
  3. This authority does not extend to entering into contracts, making legal representations, or incurring unapproved financial commitments.
  4. Nothing in the Agreement creates a partnership, joint venture, or employment relationship.

6. Intellectual Property

  1. All pre-existing intellectual property, templates, systems, and tools developed by Outdesk remain Outdesk property.
  2. The Client owns all Deliverables created under the Agreement once full payment is received.
  3. The Client receives a non-exclusive, perpetual licence to use Deliverables for its own marketing and business purposes.
  4. Outdesk retains the right to reuse or adapt its general know-how, code snippets, and processes in future projects.

7. Platform Access and Credentials

  1. The Client is responsible for granting and maintaining access to its advertising, analytics, and social accounts.
  2. Outdesk will take reasonable care when accessing and managing these platforms.
  3. Outdesk is not liable for any unauthorised access, suspension, or loss of data beyond its control.
  4. The Client must promptly inform Outdesk of any credential changes or account restrictions affecting delivery of the Services.

8. Confidentiality

  1. Both Parties must keep all information disclosed during the engagement confidential and use it only for purposes of fulfilling the Agreement.
  2. Confidential information may be disclosed if required by law or with written consent from the other Party.
  3. This obligation continues after termination of the Agreement.

9. Payment Default and Suspension

  1. If payment is not received within seven (7) days of the due date, Outdesk may suspend the Services until payment is made.
  2. If payment remains outstanding for fourteen (14) days after suspension, Outdesk may terminate the Agreement and retain any work in progress until payment is received in full.
  3. Outdesk is not liable for delays or losses resulting from suspension due to non-payment.

10. Third-Party Tools and Costs

  1. Outdesk may recommend third-party software, plug-ins, or subscriptions to enhance campaign performance.
  2. The Client is responsible for all third-party fees unless expressly included in Outdesk’s invoices.
  3. Outdesk will not purchase or commit to third-party services without the Client’s written or email approval.

11. Portfolio Use

  1. Unless otherwise requested in writing, Outdesk may display completed creative work, screenshots, or anonymised campaign metrics in its portfolio or marketing materials.
  2. Confidential or embargoed projects will not be published without written approval.

12. Reporting and Data Disclaimer

  1. Performance data and reports provided by Outdesk are based on information from third-party systems.
  2. Outdesk is not responsible for any inaccuracies or delays in data supplied by these platforms.
  3. Reports are provided for informational purposes and should not be relied upon as the sole basis for business decisions.

13. Termination Rights

  1. Either Party may terminate the Agreement for convenience with thirty (30) days’ written notice.
  2. Outdesk may terminate immediately for breach or non-payment.
  3. Upon termination, Outdesk will revoke access and deliver final materials once all fees are paid.
  4. Clauses relating to confidentiality, intellectual property, indemnity, and liability survive termination.

14. Non-Solicitation

  1. The Client must not directly or indirectly employ, engage, or solicit any Outdesk staff member or contractor involved in providing Services for twelve (12) months after termination.
  2. Breach of this clause entitles Outdesk to charge a placement fee equal to six (6) months of the individual’s annualised remuneration.

15. Force Majeure

  1. Neither Party is liable for delay or failure to perform obligations (other than payment) caused by events beyond reasonable control, including natural disasters, war, cyberattacks, government action, pandemic, or third-party platform failure.
  2. If such an event continues for more than thirty (30) days, either Party may terminate the Agreement by written notice.

16. Dispute Resolution

  1. The Parties must attempt in good faith to resolve any dispute by negotiation.
  2. If unresolved within ten (10) Business Days, either Party may refer the matter to mediation administered by the Australian Disputes Centre in Sydney, New South Wales.
  3. Each Party bears its own mediation costs unless otherwise agreed.
  4. If mediation fails, either Party may commence legal proceedings.

17. Governing Law

These Terms are governed by the laws of New South Wales, Australia, and the Parties submit to the non-exclusive jurisdiction of the courts of that State and the Commonwealth of Australia.

18. General

  1. Assignment – Neither Party may assign or transfer this Agreement without written consent.
  2. Severability – If any provision is invalid, the remainder remains effective.
  3. Waiver – Failure or delay to enforce a right is not a waiver of that right.
  4. Notices – Notices must be sent in writing by email to the addresses specified in the Agreement.
  5. Entire Agreement – These Terms and the Agreement represent the entire understanding between the Parties and supersede prior discussions.
  6. Survival – Clauses relating to confidentiality, intellectual property, indemnity, and liability survive termination or expiry.

Contact

Outsource Philippines Pty Ltd Trading As Outdesk
Email: [email protected]
Website: www.outdesk.com.au