Folio Manager – Terms of Service Effective Date: 07 September 2024
ABN: 52 641 032 304
Governing Law: Queensland, Australia
1. Acceptance of Public Offer
By proceeding with the payment for services provided by Folio Manager (referred to as the “Provider”), the Client (referred to as “Client”) agrees to the terms and conditions outlined in this agreement. The Client’s payment of an invoice issued by Folio Manager constitutes a binding acceptance of these terms. The acceptance of these terms confirms that the Client has read, understood, and agreed to all aspects of the Agreement, which governs the provision of all services rendered by the Provider. The Agreement comes into force upon the receipt of payment by Folio Manager.
2. Scope of Services
Folio Manager provides a comprehensive suite of digital marketing services, including but not limited to:
- Website Development
- Search Engine Optimization (SEO)
- Content Creation and Management
- Social Media Marketing
- Online Advertising (Google Ads, Facebook Ads, etc.)
- Email Marketing
- Managed Website Hosting
- E-commerce Solutions
- Branding and Design Services
The details of services to be provided, timelines, deliverables, and costs shall be defined in task orders, project descriptions, or written agreements issued separately and agreed upon by both parties before any work begins. Any modifications or additions to the scope of services must be mutually agreed upon in writing.
3. Terms of Payment
The Client agrees to pay for services rendered by Folio Manager as per the payment schedule specified in the relevant task order, project description, or invoice. Payment terms include:
- Upfront Deposits: For larger projects, Folio Manager may require an upfront payment or deposit before the commencement of work.
- Payment Upon Milestones: In the case of phased projects, payments may be tied to the completion of specific deliverables or milestones. These milestones will be outlined in the project description.
- Final Payment: The remaining balance will be due upon the completion of the project or delivery of agreed services.
All invoices are payable within 7 business days from the date of issue unless otherwise agreed. Failure to make timely payment may result in a suspension of services, interest charges on overdue balances, and potential termination of the project. Folio Manager reserves the right to halt or delay work if payments are not received as per the agreed schedule.
4. Intellectual Property Rights
Upon receipt of full payment for services rendered, the Client shall own the intellectual property (IP) rights to all work created as part of the services provided, including but not limited to website code, designs, graphics, content, and digital marketing assets.
However, Folio Manager retains the right to reuse, repurpose, or reapply generic or non-client-specific components of the work for future projects, unless otherwise agreed. These may include website templates, design elements, or other reusable assets that are not proprietary to the Client’s project.
The Client acknowledges that any third-party software, plugins, or tools used during the development of the project are governed by their respective licensing terms, and Folio Manager bears no liability for such third-party services.
5. Confidentiality
Folio Manager is committed to protecting the confidentiality of all sensitive, proprietary, or personal information provided by the Client. Both parties agree to:
- Maintain strict confidentiality concerning all proprietary information disclosed during the course of the project.
- Not disclose any confidential information to third parties without prior written consent from the disclosing party, except where required by law.
- Use information solely for the purpose of executing the project or providing the requested services.
This confidentiality obligation remains in effect for a period of five (5) years after the completion of the project unless otherwise agreed upon. Folio Manager may, however, use anonymized examples of the Client’s work for promotional purposes in its portfolio or marketing materials unless expressly prohibited by the Client.
6. No Liability
Folio Manager takes reasonable precautions to ensure that its services, including websites, hosting environments, and any related digital assets, are free from harmful code or cyber threats. However, Folio Manager does not guarantee that the website or services provided will be completely free of harmful code such as viruses, malware, spyware, or adware, nor can it ensure that third-party software (such as plugins or platforms) used in connection with the project is free from vulnerabilities.
The Client acknowledges and accepts that they provide their personal information and digital assets at their own risk. Folio Manager will take reasonable steps to secure any information provided but cannot be held responsible for malicious attacks or external breaches beyond its control.
Harmful Code is defined as any form of harmful surreptitious code or contaminants, including but not limited to misinformation, viruses, bugs, Trojan horses, spyware, or adware.
7. No Sue Clause
By using the services provided by Folio Manager, the Client agrees to resolve all disputes through negotiation and, if necessary, through alternative dispute resolution methods such as mediation or arbitration, before taking any legal action. The Client agrees not to pursue litigation or sue Folio Manager unless a formal agreement documenting the specific circumstances and mutually agreed terms has been reached between both parties.
Only after proper documentation of the issue and exhaustion of all pre-litigation efforts, including arbitration, will legal action be considered. Any legal action taken without adherence to this process will be deemed invalid.
8. Service Level & Guarantees
Folio Manager will make all reasonable efforts to deliver the agreed-upon services within the specified timeframes. However, service delivery times may vary based on the complexity of the project, third-party involvement, and external factors beyond the control of Folio Manager. Folio Manager does not guarantee specific outcomes for digital marketing efforts (such as SEO rankings, ad performance, or conversion rates) due to the dynamic nature of the online environment.
Managed Hosting Services: Folio Manager offers managed hosting services, and while it strives to maintain maximum uptime and server performance, certain factors such as server maintenance, unforeseen outages, or third-party issues may cause interruptions. Folio Manager is not liable for any damages or losses resulting from hosting downtimes or interruptions beyond its control.
9. Termination of Agreement
Either party may terminate this Agreement by providing 30 days’ written notice to the other party. In the event of termination:
- All outstanding payments must be settled by the Client prior to termination.
- Any incomplete work or partial deliverables shall be handed over to the Client in their current state, and Folio Manager will cease any further work.
- Folio Manager reserves the right to retain all work completed until full payment is received.
Termination does not absolve either party from their obligations of confidentiality, indemnity, or intellectual property rights, which will remain in effect even after the termination of the Agreement.
10. Governing Law
This Agreement is governed by and construed in accordance with the laws of Queensland, Australia. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of Queensland.
11. Force Majeure
Neither party shall be liable for any delays or failures in performance due to causes beyond their reasonable control, including but not limited to acts of God, natural disasters, war, civil unrest, strikes, supply chain disruptions, or government restrictions. Both parties agree to notify each other as soon as reasonably possible if any such event occurs that prevents them from fulfilling their obligations under this Agreement.
12. Entire Agreement
This Agreement, together with any task orders, project descriptions, attachments, or supplemental agreements, constitutes the entire Agreement between the parties. It supersedes any prior discussions, agreements, or understandings, whether written or oral, related to the subject matter of this Agreement.
Any amendments or modifications to this Agreement must be made in writing and signed by both parties to be effective.
13. Refund Policy
No Refunds for Services
Given the nature of the services provided by Folio Manager, which involve time, expertise, and resources spent on digital marketing, website development, and related deliverables, all payments made by the Client for services are non-refundable. This applies to any stage of the project, whether it is in progress or completed.
However, in certain circumstances, Folio Manager may agree to a refund if it has been explicitly documented and agreed upon by both parties in writing prior to the commencement of services. This refund arrangement must be detailed in a separate agreement or contract, outlining the specific conditions under which a refund may be issued.
General Refund Policy
While Folio Manager maintains a strict no-refund policy due to the bespoke nature of its services, the following general principles, based on industry standards, may be considered in rare and specific cases where both parties agree:
- Upfront Deposits: If a project has not commenced, and a cancellation request is made within five (5) business days of the initial deposit payment, a partial refund may be considered. Administrative fees or costs incurred during preliminary work may be deducted from the refund.
- Cancellation Before Completion: In the event that a project is cancelled by the Client after work has begun, no refund will be provided for services rendered up to the date of cancellation. The Client will be responsible for covering the cost of all work completed and any associated costs, including third-party services, up to that point.
- Failure to Deliver: If Folio Manager fails to deliver a service or product as outlined in the task order or project description, the Client may be eligible for a partial refund, subject to an internal review and consideration of the work completed to date. Refunds for failure to deliver will be assessed on a case-by-case basis, with the goal of finding an equitable resolution for both parties.
No Refund for Change of Mind
Refunds will not be issued for changes of mind once the project has commenced. The Client acknowledges that a significant portion of time, resources, and effort is expended once work begins, and any such requests for refunds or cancellations will be denied unless otherwise mutually agreed.
Third-Party Tools and Subscriptions
If the project involves third-party tools, software, or subscriptions (e.g., hosting services, software plugins, advertising platforms, etc.), Folio Manager cannot offer refunds on behalf of these external service providers. Any refunds or cancellations related to third-party services must be handled directly with the respective service providers and will be subject to their terms and conditions.
14. Dispute Resolution & Refund Disputes
In the event of a dispute regarding payments or refunds, both parties agree to engage in good faith negotiations to resolve the issue amicably. If no agreement can be reached through direct communication, the parties may choose to engage in alternative dispute resolution (ADR) methods such as mediation or arbitration before taking legal action. Only after all avenues for resolution have been exhausted will legal action be considered, as outlined in the No Sue Clause (Clause 7).
15. No Code Usage or Reproduction Policy
Ownership of Code and Resources
All code, design elements, digital assets, and other intellectual property developed or produced by Folio Manager during the course of delivering services to the Client remain the exclusive property of Folio Manager until full payment for the services has been received.
Once full payment is made, ownership of the specific code or resources as outlined in the task order or project description may be transferred to the Client, as per the terms agreed upon in writing. However, Folio Manager retains all rights to any underlying frameworks, proprietary tools, templates, or code structures that are not explicitly agreed to be transferred.
Prohibited Usage Without Permission or Payment
The Client agrees that they shall not reproduce, modify, distribute, or otherwise use any code, designs, digital assets, or resources developed by Folio Manager without express permission or without having made full payment for the services rendered. Unauthorized use of any such code or resources without permission or proper payment constitutes a breach of this Agreement and may lead to legal action.
Consequences of Unauthorized Use
In the event of unauthorized use, reproduction, or distribution of any code, designs, or digital assets created by Folio Manager, the following actions may be taken:
- Cease and Desist Notice: Folio Manager will issue a cease and desist notice to halt the usage of any unauthorized code or assets.
- Revocation of License: Any license to use the code or digital assets will be immediately revoked, and the Client must cease all use.
- Legal Action: Folio Manager reserves the right to pursue legal remedies, including seeking compensation for damages, lost revenue, and any other costs incurred due to unauthorized usage. In certain cases, this may include litigation to recover the full value of the intellectual property and related damages.
Code License
Once full payment has been made, the Client is granted a non-exclusive, non-transferable, royalty-free license to use the code or digital assets as specified in the task order or project description for their own business purposes. The Client is prohibited from selling, distributing, or reproducing the code for any third-party usage without the express written consent of Folio Manager.
16. Disclaimer of Logos and Trademarks
The logos, trademarks, and brand names for Google, Bing, Microsoft, WordPress, Yahoo, DuckDuckGo, Facebook, X (formerly Twitter), LinkedIn, TikTok, YouTube, Instagram, Pick A Biz, Yelp, Clutch, and Product Hunt used on this website are the properties of their respective owners. Folio Manager does not claim any ownership of these logos or trademarks. Any usage of these logos or references to these platforms within the website adheres to their respective brand guidelines and policies.
For any further inquiries or clarifications regarding these terms, please contact us at:
Email: [email protected]