Privacy Policy –

In these Terms, unless context requires otherwise:

AmperBrand means AmperBrand Pty Ltd ACN 15 141 602 780 and its agents, contractors, servants and employees and any Related Bodies Corporate (if such Related Body Corporate is named as the party making the Proposal);

Claim includes a claim, notice, demand, action, proceeding, litigation, investigation, judgment, loss, cost, expense or liability however arising whether present or future;

Client means the person to whom any Proposal is made out to by AmperBrand or any person who purchases Services from AmperBrand;

Confidential Information means all trade secrets, ideas, know-how, concepts, processes, techniques, research, data, plans, materials, product development and all other information regardless of form that relates to a party, its Related Bodies Corporate, its businesses or affairs, which is not in the public domain, except by virtue of a breach of the confidentiality obligations arising under these Terms;

Consequential Loss means any loss or damage suffered by a party or any other person which is indirect or consequential, including but not limited to loss of revenue, loss of income, loss of business, loss of profits, loss of goodwill or credit, loss of business reputation, loss of data or data use, future reputation or publicity, loss of use, loss of interest, damage to credit rating or loss or denial of opportunity;

Government Authority means any government or any public, statutory, governmental (including a local government), semi-governmental or judicial body, entity, department or authority and includes any self-regulatory organisation established under statute;

Intellectual Property Rights means all present and future intellectual and industrial property rights conferred by statute, at common law or in equity and wherever existing, including:

  1. patents, inventions, designs, copyright, trade marks, brand names, product names, domain names, database rights, rights in circuit layouts, plant breeder’s rights, know how, trade secrets and any other rights subsisting in the results of intellectual effort in any field, whether or not registered or capable of registration;
  2. any application or right to apply for registration of any of these rights;
  3. any registration of any of those rights or any registration of any application referred to in paragraph (b); and
  4. all renewals, divisions and extensions of these rights;

Invoice means the invoice issued by AmperBrand to the Client setting out the amount to be paid by the Client;

Methods of Payment means a current, valid, accepted method of payment, as may be updated from time to time, and which may include payment through the Client’s account with a third party.

Personal Information means personal information or an opinion, whether true or not and whether recorded in material form or not, about an individual who is identified or reasonably identifiable, which may include information or an opinion about a Client and includes sensitive information as defined under Privacy Law;

Price means:

  1. the fees and charges agreed with the Client for Services set out in the Proposal or any other fees issued by AmperBrand from time to time and applicable to the Client; and
  1. any taxes and governmental charges levied on or in respect of the Services.

Privacy Law means any applicable law, statute, regulation, ordinance, code, standard or requirements of any government, governmental or semi governmental body which relates to privacy or health information, including without limitation the Australian Privacy Principles set out in the Privacy Act 1988 (Cth), the Spam Act 2003 (Cth) and the Do Not Call Register Act 2006 (Cth), and any Australian (including State or Territory) legislation from time to time in force which relates to or affects privacy rights or Personal Information;

Proposal means the document provided to the Client by Assembled which sets out the Services to be provided by AmperBrand to the Client and the Price of those Services;

Related Body Corporate has the meaning given to that term by section 9 of the Corporations Act 2001 (Cth); and

Services means the provision of the marketing services by AmperBrand and any other associated services provided by AmperBrand to the Client as detailed in the Proposal or as otherwise requested by the Client and accepted by AmperBrand in writing.

In these Terms:

  1. the singular includes the plural and vice versa;
  2. where a word or phrase is defined, its other grammatical forms have a corresponding meaning;
  3. the use of the word includes or including is not to be taken as limiting the meaning of the words preceding it; and
  1. a reference to a statute includes all regulations and amendments to that statute and any statute passed in substitution for that statute or incorporating any of its provisions to the extent that they are incorporated.

By engaging AmperBrand to provide the Services, the Client is deemed to have accepted these Terms and to have agreed that they supersede and exclude all prior and other discussions, dealings, representations (contractual or otherwise) and arrangements relating to the supply of Services including but not limited to those relating to the performance of the Services or the results that ought to be expected from using the Services.

  1. Unless otherwise agreed in writing, the Client will pay AmperBrand the Price in respect of the Services.
  2. Any price indications or price lists provided by AmperBrand to the Client or otherwise made available to the Client are subject to alteration at any time on reasonable notice.
  1. Unless otherwise agreed in writing by AmperBrand, all Invoices are payable by the Client within 7 days from the date of Invoice. AmperBrand reserves the right to Invoice the Client either:
      1. before the provision of Services;
      2. during the provision of Services;
      3. after the provision of Services.
  2. AmperBrand reserves the right to charge interest on any overdue amount at the interest rate specified from time to time by the Penalty Interest Rates Act 1983 (Vic).
  3. The Client agrees to bear all costs incurred by AmperBrand in collecting any overdue amounts including but not limited to collector agency fees, legal fees and court costs.
  4. AmperBrand may, with notice to the Client, set-off any amount that is or may become owing by the Client to AmperBrand under these Terms or any other agreement between the parties, against any amount owing by AmperBrand to the Client under these Terms or any other agreement between the parties.
  5. AmperBrand reserves the right to suspend Services until such time as all outstanding amounts are paid.
  1. The Client acknowledges that AmperBrand is the proprietor or licensee of all rights, including Intellectual Property Rights, in and to materials and information provided by AmperBrand to the Client under or in connection with these Terms, a Proposal or the Services. The Client agrees that these Terms do not grant them any right, title or interest in the Services or any Intellectual Property Rights associated with the Services, including, but not limited to all AmperBrand trademarks and service marks (registered and unregistered), business names, domain names, copyright, designs, logos and any other features of the AmperBrand brand.
  2. AmperBrand owns all Intellectual Property Rights developed by AmperBrand or the Client under or in connection with these Terms, a Proposal or the Services (“Developed IP”). All rights in and to Developed IP vest in AmperBrand immediately on creation. The Client agrees to assign to AmperBrand absolutely and beneficially all of its rights, including Intellectual Property Rights, to or interest in any Developed IP.
  3. To the extent that any rights to or interest in Developed IP do not vest in or are not assigned to AmperBrand under clause 6(b)(ii), the Client undertakes to do all things necessary and required by AmperBrand for the proper vesting or assignment of such rights, including executing all documents or assignments and providing all necessary information, records or materials to any other party.
  1. Subject to clause 8(b), neither party may, without the other party’s prior written consent, disclose to any third party or use other than for the purposes of providing the Services, any Confidential Information of the other party imparted to or obtained by it during or in connection with the provision of Services. This obligation of confidence will cease to apply in relation to information that the party is required to disclose by any law, or which becomes part of the public domain other than as the result of a breach of any obligation of confidence by any party.
  2. The Client must not memorise, modify, reverse engineer or make copies, notes or records of AmperBrand’s Confidential Information for any purpose other than in connection with the performance of its obligations under these Terms.
  3. On the termination of these Terms, each party must promptly deliver to the other party all documents or other materials containing or referring to the other party’s Confidential Information which are in that party’s possession, power or control.

These Terms are subject to consumer protection laws and regulations (including the Australian Consumer Law as set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth)). Nothing in these Terms is intended to exclude, restrict or modify rights which the Client has under any law which may not be excluded, restricted or modified by agreement. Information about a Client’s consumer rights can be found from consumer organisations and bodies such as the Australian Competition and Consumer Commission and Australian State/ Territory fair trading authorities.

  1. Subject to the Client’s consumer rights above and except as required by law, all warranties and conditions that are capable of exclusion and would, apart from this clause, form part of these Terms, are expressly excluded.
  2. Except where legislation may not be limited, or where a limitation of a liability would otherwise render AmperBrand liable to a penalty, AmperBrand’s liability in connection with the provision of the Services and these Terms is limited to any one of the following, as determined by AmperBrand:
    1. the refund of the Price paid by the Client for the Services; or
    2. re-performance of the Services.
  3. To the extent the law permits and notwithstanding any other clause of these Terms, AmperBrand excludes all liability whatsoever to the Client for any Consequential Loss.

The Client agrees to indemnify and hold AmperBrand (including its directors, partners, representatives, officers, agents, contractors and employees) harmless from and against all Claims, damages and expenses (including reasonable legal fees) suffered or incurred by AmperBrand arising out of the Client’s breach of any of these Terms or related to the provision of the Services or the Client’s use of the Services.

Except where legislation cannot be excluded or would make this clause 11 illegal, or where the inclusion of this clause 11 would otherwise make AmperBrand liable to a penalty, the Client releases AmperBrand from any Claim that is made against AmperBrand for damages or otherwise in respect of any loss, damage, death or injury arising from negligence or otherwise caused directly or indirectly by or arising out of the use of the Services sold to the Client, except to the extent that such loss, damage, death or injury has been caused by Assembled.

  1. The Client may terminate the Services and these Terms at any time by written notice to AmperBrand. The termination will take effect the day after the written notice is delivered to AmperBrand. Termination of the Services and these Terms will not relieve the Client of any obligation to pay any outstanding fees owing to AmperBrand.
  2. AmperBrand may terminate the Services and these Terms at any time. If AmperBrand terminates the Services or these Terms, AmperBrand will use reasonable efforts to notify the Client with 7 days’ notice via the contact details provided to AmperBrand.
  3. If in AmperBrand’s sole judgement the Client fails, or if AmperBrand suspects that the Client has failed, to comply with these Terms, AmperBrand may terminate or suspend the Services at any time without notice.
  4. The Client is liable for all amounts due up to and including the date of termination.
  1. AmperBrand may subcontract any of its obligations under these Terms without the prior written consent of the Client.
  2. The Client must not assign or novate any or all of its rights or obligations under these Terms without the written consent of AmperBrand.

If there is any inconsistency between these Terms and/or any terms and conditions set out in the Proposal, these Terms will prevail to the extent of such inconsistency.

  1. AmperBrand will not be liable for any delay or failure to perform or observe any obligation under these Terms if the delay or failure to perform or observe an obligation is in consequence of unforeseen events beyond its reasonable control, including acts of God, war, riot, insurrection, vandalism, sabotage, strike, lockout, ban, limitation of work or other industrial disturbance, law, rule or regulation of any Governmental Authority and executive or administrative order or act of general or particular application, and the consequences of epidemics and pandemics (including COVID-19).
  2. If any of the above events occur for more than 30 days, either party may, without liability, terminate any affected Proposal or Services and/or these Terms immediately by notice in writing to the other party.

If any provision of these Terms is determined to be unlawful, void or unenforceable in any jurisdiction, such provision will nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion will be deemed to be severed from these Terms. Such determination will not affect the validity and enforceability of any other remaining provisions of these Terms.

These Terms may be varied by agreement between the parties in writing only.

  1. If a dispute arises in relation to the Services or these Terms, the parties to the dispute expressly agree to endeavour to settle the dispute by mediation administered by the Australian Disputes Centre (or its successor at law) (“ADC”) before having recourse to litigation.
  2. The mediation must be conducted in accordance with the ADC Guidelines for Commercial Mediation (“Guidelines”) which are operating at the time the matter is referred to the ADC. The Guidelines set out the procedures to be adopted, the process of selection of the mediator and the costs involved. The terms of the Guidelines are incorporated into these Terms.
  3. During the period in which the dispute is being resolved, the parties must continue to perform all of their obligations under these Terms which are not under dispute and which are able to be performed by the parties.
  4. Nothing in this clause prevents AmperBrand or the Client from obtaining any injunctive or other urgent interlocutory relief from a court of appropriate jurisdiction.

These Terms, together with any applicable Proposal, contain the entire agreement between the parties in relation to its subject matter, and there are no other oral or written representations, stipulations, warranties, agreements, or understandings which apply in respect of the Services.

The failure of AmperBrand to exercise or enforce any right or provision of these Terms does not operate as a waiver of such right or provision.

Notwithstanding any other clause in these Terms, to the extent that any supply made under or in connection with these Terms attracts GST, the Client must pay to AmperBrand , in addition to the consideration provided for under these Terms for that supply an amount (additional amount) equal to the amount of that consideration multiplied by the rate at which any GST is imposed in respect of the supply. The Client must pay to AmperBrand the additional amount at the same time as the consideration to which it is referable. The Client is responsible for paying any other duties, taxes or charges, including any stamp duty (if applicable), in relation to the Services

  1. These Terms are governed by and construed under the laws of Victoria, Australia.
  2. Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of Victoria, Australia and those courts capable of hearing appeals from such courts.

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