The below General Terms (2024) are part of Mont Marte’s standard Engagement Agreement with Contractors. When combined with an executed set of Commercial Terms, a binding legal agreement is formed between the relevant parties comprising the General Terms and Commercial Terms.

Download a copy of Contractor General Terms (2024) here

GENERAL TERMS (2024)

1. THE ENGAGEMENT

1.1 These General Terms are to be read in conjunction with any agreed Commercial Terms, which together combine to form this Agreement.

1.2 In consideration of the Fee, the Other Consideration and the commercial opportunities and benefits conferred upon the Contractor under this Agreement, the Contractor agrees to:

a. create and/or publish the Works (as agreed) outlined in the Commercial Terms in compliance with this Agreement;

b. attend any agreed Attendances; and

c. provide the Usage Rights,

all of the above collectively the “Services”.

1.3 The Contractor shall provide the Services subject to this Agreement and the Commercial Terms (including but not limited to the Exclusivity and Special Conditions), and shall comply with any reasonable directions of Mont Marte, during the Term.

1.4 The Contractor undertakes and agrees to deliver the Work to Mont Marte on or before the Initial Delivery Date or any other date agreed between the parties, and each other agreed delivery date for any Rollover Term (as applicable) (collectively referred to in this Agreement as the “Delivery Date”).

1.5 The payment of the Fee and/or delivery of the Other Consideration shall include the additional right for Mont Marte to require any necessary and reasonable amendments/alterations to the Work, to be completed by the Contractor, before publication, at no extra charge.

1.6 The Work shall conform to the requirements as outlined in the Commercial Terms, and any style guides or other requirements that may be instructed by Mont Marte including but not limited to complying with the AANA Code of Ethics, the AIMCO Code of Practice and the rules of the relevant social media platforms unless otherwise expressly agreed.

1.7 Unless otherwise agreed, all Work (including any accompanying text, comments, hashtags) shall be subject to review by Mont Marte before publication by Contractor.

1.8 If the Work does not conform with the requirements of this Agreement, Mont Marte reserves the right (acting reasonably) to not accept the Work. In the event the Work is not accepted, Mont Marte shall provide clear instructions to the Contractor regarding the issue so that it may be rectified (where possible). If the Work is acceptable to Mont Marte, Mont Marte shall provide written confirmation of this to the Contractor as soon as is practicable.

1.9 Mont Marte may request changes to the Work or reasonably request that the Work be removed or amended after it has been published for a variety of reasons, including but not limited to, if Mont Marte receives a complaint regarding the Work, or if the material is inconsistent with this Agreement or Mont Marte’s brand guidelines (as amended over time). If Mont Marte makes such a request, Contractor and Mont Marte must discuss in good faith (and Contractor shall make) changes reasonably requested by Mont Marte.

1.10 Mont Marte may, in its discretion and despite accepting the Work, and notwithstanding the Usage Rights, decide not to publish any Work provided by the Contractor pursuant to this Agreement.

1.11 Mont Marte shall have the right to use the Contractor’s name in connection with the Work where that Work is used and published in Media. Where agreed in the Special Conditions, Mont Marte may credit the Contractor as the author of the Work.

1.12 Mont Marte has final editorial control over any materials produced by Mont Marte utilising or incorporating the Works.

1.13 Any material or content that may be posted by the Contractor outside of the agreed Works or posted by the Contractor outside the agreed Media where that material or content relates to Mont Marte or the Brand (including the Products or other goods and services of Mont Marte) is posted at Contractor’s own risk. The Contractor acknowledges that they bear all responsibility for any such material, whether it is posted during the Term or at any point before or thereafter.

2. SERVICES AND PAYMENT TERMS

2.1 In consideration for the proper provision of the Services, Mont Marte will pay the Contractor the Fee in accordance with the Commercial terms, subject to receipt of a valid tax invoice from the Contractor, and shall procure the delivery of the Other Consideration (if applicable).

2.2 All Fee amounts are in Australian dollars, unless otherwise specified.

2.3 The Fee shall be exclusive of GST and inclusive of any commission due to any of the Contractor’s agents, advisers or regulatory bodies, and also inclusive of any deductions and other liabilities the Mont Marte may be required to make under state or federal law including but not limited to the federal income tax legislation and state payroll tax legislation. The Fee shall be inclusive of any superannuation guarantee contributions (“SGC”) to the Contractor or any other employees of the Contractor, if the Australian Taxation Office or other authorities shall rule that any SGC is payable by Mont Marte to the Contractor or any other employees of the Contractor. As between Mont Marte and the Contractor, the Contractor is solely responsible for the PAYG withholding and SGC obligations in relation to payment to the Contractor.

3. OPTIONS AND ROLLOVERS

3.1 Mont Marte shall have the right, but not the obligation, to rollover the Usage Term as detailed in the Commercial Terms above (if any) for the Rollover Fee (if any), for the Rollover Term. This rollover option may be exercised by way of providing written notice to the Contractor within 30 days before the end of the relevant Usage Term.

4. INTELLECTUAL PROPERTY

4.1 “Intellectual Property Rights” in this Agreement shall mean any and all intellectual property rights worldwide, subsisting whether now or in the future, and whether registered or unregistered including designs, copyright, trade marks and service marks including names and logos, patents, inventions, trade secrets, trade, business or company names or other intellectual property rights, or any rights to registration of such rights.

4.2 The ownership of the Intellectual Property Rights in the Works shall be as agreed in the Commercial Terms.

4.3 Where the Commercial Terms specify that Contractor retains the ownership of the Intellectual Property Rights, Contractor agrees to grant Mont Marte an irrevocable, exclusive, non-assignable, royalty-free, world-wide, perpetual licence to use, publish, communicate, edit, cut down, adapt and reproduce:

a. the Work and/or combine the Work into new materials and/or products incorporating the full Work or parts of the Work; and

b. the name and likeness of the Contractor;

in connection with the Brand, Product and Project in the Media for the Usage Term (“Usage Rights”).

4.4 Where the Commercial Terms specify that ownership of all Intellectual Property Rights in the Works shall vest in Mont Marte upon creation, Contractor agrees to do all things reasonably necessary to perfect Mont Marte’s title in the Works, including executing any documents or doing any other acts reasonably requested by Mont Marte.

4.5 The Contractor warrants that all Work supplied by the Contractor for the provision of the Services are original works solely of the Contractor. All such Works shall be exclusive to Mont Marte and unless expressly agreed to the contrary by Mont Marte must not have been previously published in any jurisdiction other than by Mont Marte, and shall incorporate the Intellectual Property Rights of no other entity. The Contractor also expressly warrants that use of the Works in the manner proposed by this Agreement shall not infringe the Intellectual Property Rights of any third party.

4.6 To the extent that the Work incorporates any pre-existing Intellectual Property Rights of the Contractor or any third party, which cannot be assigned or licensed to Mont Marte (as the case may be), the Contractor must notify Mont Marte of this in advance, before incorporation of any such material into the Work.

4.7 Unless otherwise agreed, the Contractor consents, and must procure that each of its employees or contractors or other individuals involved in developing the Work (“Individual”) consents, to Mont Marte, and their related entities, successors, administrators, transferees, assigns and licensees doing, authorising, permitting or suffering to be done any conduct which may breach a moral right of the Individual under the Copyright Act 1968 (Cth), including any and all of the following acts:

a. not naming the Contractor and/or the Individual as the author/maker of any or all of the Work;

b. naming a person or persons other than the Contractor and/or the Individual as authors/makers of all or any of the Work; and

c. relocating, collating, modifying, adding to and/or deleting all or part of the Work or incorporating any or all of the Work into other materials or works.

4.8 Nothing in this Agreement shall effect any change in ownership of any materials, content or Intellectual Property Rights of Mont Marte, which shall remain owned by Mont Marte.

5. CONFIDENTIALITY

5.1 The terms of this Agreement, and all information, documents and materials concerning the management, operations, methodology, know how, plans, strategies, finances, concepts, designs, clients, suppliers or business affairs of Mont Marte (“Confidential Information”) is strictly confidential to Mont Marte and may not be disclosed or used by the Contractor (or its personnel, agents or subcontractors, if applicable) for any purpose without Mont Marte’s prior written consent, except as strictly required in providing the Services, for the purposes of obtaining professional advice in confidence, or otherwise as required by law. The obligations under this clause do not apply to any Confidential Information that is already in the public domain, Confidential Information that must be disclosed by law (but only to that extent), or information which comes in the public domain other than as a result of a breach of this clause. The obligations under this clause shall remain in perpetuity.

6. ENDORSEMENT DISCLOSURE

6.1 All Works or any other material or content published by the Contractor relating to Mont Marte (including the Products or other goods and services of Mont Marte) must clearly disclose the Contractor’s ‘material connection’ with Mont Marte and/or the Brand. The disclosure must be clear and prominent and appear in all Works or any other material or content, to ensure that any advertising material is clearly identifiable as advertising, pursuant to applicable Australian advertising codes. Further, the Contractor’s statements/comments contained in the Works or any other material or content should always reflect the Contractor’s honest and truthful opinions and actual experiences. The disclosure of the Contractor’s material connection with Mont Marte must be made via the social media’s official ‘paid partnership’ notification tool OR via appropriate hashtag. Approved hashtags include:

a. #sponsored;

b. #ad;

c. #MontMartePartner; or

d. #PaidPartnership. 

7. REPORTING

7.1 The Contractor agrees to cooperate with and assist Mont Marte to provide any available reporting and/or metric data in relation to the Work published, including (but not limited to) the Contractor connecting their social media accounts to Mont Marte’s designated API (if any) for the Term for the purpose of collecting data.

8. EXCLUSIVITY AND NON-DISPARAGEMENT

8.1 During the Term the Contractor shall be subject to and comply with the terms of any agreed Exclusivity as outlined in the Commercial Terms. The Contractor agrees that this restriction is reasonable and commensurate with the benefit received by the Contractor under this Agreement and that the restraint is reasonable to protect the legitimate business interests of Mont Marte.

8.2 During the Term and thereafter, neither party shall make any statements regarding the other party that may have a negative effect on the other party’s reputation or the market for the other party’s goods or services.

9. WARRANTIES

9.1 The Contractor acknowledges and agrees that the Contractor has read and understood the terms of this Agreement and is authorised to enter this Agreement and is not restricted or otherwise limited from making the warranties and undertakings contained in this Agreement.

9.2 The Contractor undertakes that the Contractor shall:

a. provide the Services to Mont Marte in accordance with and as set out in this Agreement;

b. co-operate fully with Mont Marte, its servants, agents and contractors and provide the Services in a professional manner;

c. provide the Work in good taste and free of inappropriate language and/or any content promoting bigotry, racism or discrimination based on race, gender, religion, nationality, disability, sexual orientation, or age;

d. not knowingly or recklessly commit any act or omit to do any act that may unduly harm the reputation or interests of Mont Marte; and

e. not act in such a way or do anything or fail to do anything that may delay the provision of the Services.

10. TERMINATION

10.1 Mont Marte may terminate this Agreement at any time without cause upon fourteen (14) days prior written notice to Contractor. In the event of such early termination the Contractor shall be entitled to an amount of the fee commensurate with the services provided, on a pro-rata basis at the time of termination, but shall have no other rights against Mont Marte as a result of the termination.

10.2 Termination shall not affect any other accrued rights or interest of either party at the time of termination.

10.3 Either party may terminate this Agreement if the other party breaches this Agreement and does not cure such breach (where remediable) within seven (7) days of receipt of notice of the breach.

10.4 Mont Marte may terminate this Agreement on written notice if Contractor:

a. is charged with or convicted of any criminal misconduct;

b. becomes insolvent;

c. engages in serious social misconduct; or

d. fails to provide any Work at the time required by Mont Marte.

11. REMEDIES

11.1 All of the rights, benefits and consents granted by the Contractor to Mont Marte under this Agreement are irrevocable and not subject to rescission, restraint or injunction, unless specifically set out in this Agreement.

12. INDEMNITY

12.1 The Contractor shall indemnify Mont Marte and its officers, employees, agents and affiliates against all claims, liabilities, damages and expenses (including legal costs and expenses) incurred or suffered at any time as a direct or indirect result of any act, omission, negligence or breach of this Agreement (and any warranties herein) by the Contractor, including relating to the breach of any Intellectual Property Rights of any third parties, save where arising out of any negligent act or omission by Mont Marte.

13. GENERAL

13.1 The parties may not assign or otherwise license all or any part of its interests acquired under this Agreement other than with consent of the other party.

13.2 This Agreement shall be governed by the laws of Queensland and any dispute will be subject to the non-exclusive jurisdiction of its courts.

13.3 This Agreement constitutes the entire agreement between the parties as to its subject matter and replaces all prior understandings, agreements, representations and warranties about that subject matter.

13.4 This Agreement can only be validly amended by a written document which is signed by all of the parties.

13.5 Failure to enforce any term of this Agreement shall not be deemed to be a waiver of any other term or a continuing waiver in relation to continuing breaches of the same term.

13.6 The invalidity or unenforceability of any term of this Agreement will not affect the validity of enforceability or any other term and any such invalid term will be deemed to be severable.

13.7 Any notice must be delivered in writing, either by post, hand delivery or sent to the address specified in the Commercial Terms or any other such address as a party may nominate from time to time.

13.8 Except as otherwise provided in this Agreement, this Agreement does not make either party the agent of the other. Neither party may create any obligation on behalf of the other and no joint venture, partnership, or employment relationship between the parties is created or intended.

13.9 Failure by any of the parties to perform its obligations or any delay by either party in such performance as a result of an act of god, pandemic, war, civil commotion strikes, lock-outs, governmental restrictions or other industrial action, fire, flood, explosion, delay in transit or any other cause beyond its reasonable control shall not constitute a breach of this Agreement (“Force Majeure Event”). If either party is unable to perform or is delayed in performing an obligation under this Agreement by reason of a Force Majeure Event that obligation is suspended but only so far and for so long as it is affected by the Force Majeure Event and the time for performing that obligation is extended by the duration of the Force Majeure Event. 

 

Appendix 1 – Mont Marte Brand Guidelines

The most current, up to date version of the Mont Marte Third Party Brand Guidelines are found here: https://www.montmarte.com.au/pages/mont-marte-collaboration-guidelines. The guidelines may be updated during the Term, and you agree to be bound by the most current version in force. You should check the guidelines available at the above link periodically, to ensure you are aware of your obligations.

Appendix 2 - Contractor Guidelines

If the Contractor posts anything inappropriate or unlawful, Mont Marte has the right to request that the post be taken down.

The Contractor agrees to follow the guidelines below:

DO

• Provide current and accurate information in accordance with any information provided by Mont Marte.
• Ensure that any post refers to a product or service that you have used or have a genuine association with – ensure that you only post about what you know and assess the product/service honestly.
• Check that the overall impression of the message is accurate.
• Clearly disclose any important limitations or exemptions (if relevant).
• Consider the audience - ensure that any messaging is not false, confusing, misleading or deceptive and it is presented in a way that is clearly understood by the relevant audience.
• Closely monitor your posts and immediately remove any comments or posts from other persons that may be false, misleading or deceptive.
• Follow the reasonable directions of Mont Marte and immediately remove any comments or posts that Mont Marte requests be removed.
• Promptly notify Mont Marte of any disparaging comments made in respect of the Product, on any social media accounts or websites, of which they become aware.
• Comply with any social media platform Terms of Use (e.g. Instagram, Facebook, YouTube, etc.).
• Ensure that advertising content you post is clearly identifiable as advertising, by using appropriate measures including hashtags, to flag the relationship with Mont Marte. 

DON’T

• Overstate the results of your experience with a product or service.
• Suggest or imply that you are authorised to speak on behalf of Mont Marte, nor represent that you do so.
• Suggest or imply that you have no commercial relationship with Mont Marte when you do.
• Disguise the advertising as independent market research, user-generated content, private opinion or independent review.