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Corporate Reputation &
  Risk Management


      mUmbrella & TCOʼs
     Social Media Academy
#mUmTCO
CORPORATE REPUTATION
      & RISK MGMT
                                                    EARNED             OWNED
         SOCIAL INSIGHTS
          & BEHAVIOURS                                                                       FILM / AV
                                                         PAID            SHARED



    ENVIRONMENTAL ANALYSIS                               CONNECTION
                                CREATE (LEAD)       Channel, role, message & call-to-   DIGITAL INTERACTIVE
    COMPETITORS / AUDIENCE                                       action


BUSINESS /
MARKETING         Strategy       Ideas                      Planning                       Execution
OBJECTIVES

     BRAND ESSENCE / TOOLS /   AMPLIFY (PARTNER)      ASSET/CONTENT                           DESIGN
       ASSETS / EXPERIENCE                               Creative Development



    TCO PROPRIETARY TOOLS /                        BROADCAST        EXPERIENCE
                                                                                           TYPOGRAPHY
          EXPERIENCE
                                                             DIGITAL




                                  MEASUREMENTS & INSIGHTS
Why is this important?

•   Reputation Management - protect the corporate reputation & brand

•   Risk Mitigation - voices can be amplified & issues can spread
    exceptionally fast via social - be prepared

•   Proactive - protect & strengthen your brand through social




                                                                       Socialrati.com
MISSION CONTROL




    http://www.youtube.com/watch?v=InrOvEE2v38
                                                 Socialrati.com
The way you respond & manage
    will make or break you

   “...by 2014 organisations that refuse to communicate with
   customers by social media will face the same level of wrath from
   customers as those that ignore today's basic expectation that
   they will respond to emails and phone calls...it has been
   predicted that responding to enquiries via social media channels
   will be the new minimum level of response expected..."
   Corporate Risk & Insurance
TONIGHT

1. ACCC Ruling
2. Risk Management Process - Be Prepared
3. Five steps to manage your corporate reputation
4. Workshop
BREAKING THE RULES
ACCC RULING
“Marketing communication
on an advertising platform”



                              Brands have “substantial
                              control” over on page content
Companies can be liable for
   MISLEADING or DECEPTIVE posts

EVEN IF POSTED BY A
THIRD PARTY!



 Small businesses should remove any of these comments as soon
 as they become aware of them. ʻWell-resourcedʼ businesses
 should take action within 24 hours of the post going live...
RISK MGMT PROCESS
TWO KEY MEASURES TO PREPARE YOUR BRAND
Listen and learn
                                           According to KellerFay WOM Group, 10% of all conversations
                                           about brands occur online. This represents a considerable
                                           opportunity for businesses. More interestingly, of this 10%, just
                                           one quarter are motivated by advertising, which begs the
                                           question: What are the other three quarters of conversations
                                           being had about your brand or company? This is where the
                                           power of Social Media Listening (SML) kicks in.




Think where does a crisis usually start?
Reactive and Proactive
            PROACTIVE                                                             REACTIVE
MARKETING        COLLECTION                   PROCESSING                  ANALYSIS                RESULTS
 FUNCTION
                                                                   Trends                Actionable insights
                                     Identification of key          Volume/type of        Campaign/brand performance
             Search & keyword set-up
                                     conversations/KOL             conversations         Sentiment Analysis
  Brand      Data scraping
                                     Track discussion of assets/   Active channels       Customer response
             Data clean-up                                                               Association between assets/
                                     sponsorships                  Reporting on agreed
                                                                   metrics               sponsorships & brand

                                                                   Trends
                                     Identification of key                                Risk mitigation/management
                                                                   Volume/type of
             Search & keyword set-up conversations/KOL/                                  Sentiment analysis
                                                                   conversations
Corporate    Data scraping           Stakeholders
                                                                   Active channels
                                                                                         Actionable insights
             Data clean-up           Track discussion of assets/                         Association between assets/
                                                                   Reporting on agreed
                                     sponsorships                                        sponsorships & corporate
                                                                   metrics
                                                                   Trends
                                                                                         Competitor Analysis
                                                                   Volume/type of
             Search & keyword set-up Identification of key                                Share of Voice
                                                                   conversations
 Category    Data scraping           conversations/KOLs/
                                                                   Active channels
                                                                                         Consumer opinions &
             Data clean-up           Stakeholders                                        concerns
                                                                   Reporting on agreed
                                                                                         Actionable Insights
                                                                   metrics

                                 On Brand/Company Communities Platforms

                                 Off Brand/Company Communities Platforms
1. PRE-EMPT COMMUNICATIONS
TCO work with client & key stakeholders to conduct a risk assessment
                               KEY CRITICAL WORDS


       LEGISLATION (EXISTING                            COMPETITORS
          AND UPCOMING)                                  (PRODUCT)

                                                        COMPETITORS
       KEY OPINION LEADERS
                                                         (CATEGORY)
                                   RISK
        KEY POLICY MAKERS        (BUSINESS, BRAND,
                                                     SPONSORSHIP ASSETS
                                    CATEGORY)

         KNOWN PRODUCT
                                                          EVENTS
             ISSUES

         KNOWN PRODUCT
                                  SUPPLY CHAIN              NPDS
           WATCH OUTS


                                  CUSTOMERS
1. PRE-EMPT COMMUNICATIONS
TCO work with client & key stakeholders to conduct a risk assessment
                               KEY CRITICAL WORDS


       LEGISLATION (EXISTING                            COMPETITORS
          AND UPCOMING)                                  (PRODUCT)

                                                        COMPETITORS
       KEY OPINION LEADERS
                                                         (CATEGORY)
                                   RISK
       Share within the business
        KEY POLICY MAKERS        (BUSINESS, BRAND,
                                    CATEGORY)
                                                     SPONSORSHIP ASSETS


         KNOWN PRODUCT
                                                          EVENTS
             ISSUES

         KNOWN PRODUCT
                                  SUPPLY CHAIN              NPDS
           WATCH OUTS


                                  CUSTOMERS
Traffic Light System
Green (24 hours)
Style of comment: spam, obscenities, anti-community behaviour etc.
Frequency: Often
Example: “Help save the whales from Japanese whaling by clicking this link and
            liking this page”


Amber (6 hours weekday, 24hours weekend)
Style of comment: Question about product, brand & services.
Frequency: Occasionally
Example: “I love Powerade but I heard that its production has been halted. Is this
            true?”
         “Who do I contact to get me a job selling Powerade”


Red (2/4 hours regardless of day)
Style of comment: Contentious issues surrounding the category, brand or business. This also includes any
commend which could be deemed as misleading.
Frequency: Infrequent
Example: “Powerade can make you into an Olympic athlete.”
!       “Powerade bottles are polluting the ocean and killing turtles”
What are your Code Red topics?




This digital file / document contains confidential information and has been prepared for discussion purposes only.  TCO Pty. Ltd. claims ‘commercial in confidence’ with respect to the contents. Please refer to our standard terms at the end of this document.
2. BE READY TO SWITCH ON
              (CODE RED ACTION)




Have a plan in place on how a topic should be escalated to the
people who make decisions
Escalation Plan




                  Recommendation that you should
                  develop a series of pre-approved
                  updates that can used within the
                  community.
What do you do in a crisis?
0 -15                                Category Red - Call Tree:
          Category Red
                                     Step away from the email

                             0 -15                      15 -30                         ongoing
                                                                   Alert community
                                      Client Internal                                            Community Manager to
         Brand Manager                                            manager of desired
                                         Process                                                    monitor issue
                                                                 approach & response




        Corporate Affairs




        Marketing Manager



                                                                                                            Get it agreed beforehand
                                                                                                            Know when to hit the button
        Marketing Director



                                                                   Escalate again if
                                                                       needed
              CEO
FIVE STEPS
At the basis of all conversation

Five key areas to ensure you are protecting your business, addressing
customer concerns and strengthening your brand

               1. Plan Ahead
               2. Donʼt ignore
               3. Mean it
               4. Backtrack if needed
               5. Be influential
1. Plan Ahead
2. Donʼt ignore the crisis & hope it will go away
3. Make sure you mean it
4. Backtrack if required




Be Human. Admit when you have made a mistake
5. Be influential & change perceptions


Work to understand what the crux of the issue is.
Address it. Own the issue and take control of it.


           Identify who the key opinion leaders are, and assess who in
           your audience is speaking out the loudest. Reach out to
           your supporters.
RECAP / KEY TAKEOUTS
 Companies can be liable for misleading or disruptive posts


 Be prepared. Plan out different scenarios and how you would react


 Ensure key issues and watch outs are shared within the business so communications can be
 pre-empted


 Listen proactively and react when required
@TCO
Thank you
TCO Standard Terms

      01: Appointment and Terms. The Client appoints TCO Pty Ltd ABN 69 125 933 637 (ʻTCOʼ) as consultant to provide the services set out in each estimate agreed between TCO and the Client (ʻServicesʼ).


      02: Services. In consideration of the payment of the fees set out in an estimate or as agreed between TCO and client p-lus GST (ʻFeesʼ) TCO will provide the Services. TCO will abide by any reasonable directions
      given by the Client with respect to the manner of delivery of the Services.


      03: Fees. TCO will provide a tax invoice to the Client for the Fees according to the payments set out in an estimate or if no estimate as agreed between TCO and Client. Fees payable 60% of estimate on
      engagement and prior to commencement of work and remainder is payable on delivery of the product of the Services provided under this Agreement. TCO shall be entitled to charge interest at the rate of 2% p.a.
      calculated daily on any overdue Fees. The Fees may be reviewed by TCO if the scope of the project changes and the Client will be given notice of any increase in the Fees.


      04: Expenses. In addition to the Fees the Client will reimburse TCO the actual costs of disbursements reasonably incurred by TCO in carrying out the Services. Expenses are subject to prior approval by the Client.


      05: Intellectual Property. Intellectual Property contributed by Client will remain owned by Client. Upon completion of the Services and final payment of all Fees TCO agrees to provide a royalty free perpetual license
      to the Client of all intellectual property rights created by TCO in connection with the provision of the Services for use by the Client for the purposes of the Project. TCO shall retain all Masters, rushes and other
      preparatory material and client (or third parties) will not be entitled to such originals, although client may request duplicate Masters to be provided at additional fees. Third party intellectual property will remain owned
      by such third parties, and Client appoints TCO as agent to procure any use of third party intellectual property in relation to the Project.


      06: Assistance. The Client will give TCO, its employees and contractors all assistance reasonably requested by TCO to enable TCO to carry out the Services.


      07: Employees. The Client will not, from the date of this Agreement to twelve months after completion of the provision of services by TCO, solicit, employ or contract any employee or contractor of TCO. The Client
      agrees that if it employs or engages any person directly, contrary to this clause it shall be liable to pay to TCO liquidated damages in a once off amount equal to 30% of such personʼs annual salary or annualised
      contracted amount (if a contractor) at the time of departing TCO even if they have been employed or contracted by another organisation after departing TCO and prior to being engaged or employed by the Client.




This digital file / document contains confidential information and has been prepared for discussion purposes only.  TCO Pty. Ltd. claims ‘commercial in confidence’ with respect to the contents. Please refer to our standard terms at the end of this document.
TCO Standard Terms

      08: Confidentiality. Each party shall treat as confidential all information which comes into its possession, pursuant to or as a result of or in the performance of this Agreement, whether such information relates to the
      business, sales, marketing or technical operations of the other Party or the clientele of the other Party or otherwise. Neither Party shall, without the written permission of the other, disclose such confidential information
      to a third party.


      09: Warranties. Except as set out herein all implied conditions, warranties and rights are excluded from this Agreement. Where the Trade Practices Act 1974 or other laws imply conditions or warranties or give other
      rights in respect of this Agreement, TCOʼs liability for any breach of such a condition, warranty or right will (but only to the extent permitted by law) be limited:


      (a) in the case of goods supplied, to the replacement or repair of the goods or the supply of equivalent goods, the payment of the cost of repairing or replacing the goods or of acquiring equivalent goods;
      (b) in the case of services supplied, to the supplying of the services again or the payment of the reasonable cost of having the services supplied again.


      10: Liability. TCO will not be liable to the Client or any persons claiming under it in contract, tort or otherwise for or in respect of any direct, indirect, or consequential loss, damage, expense or injury suffered by the
      Client or any other person arising out of or relating to this Agreement or any delay, non‑performance or error in information supplied to the Client by TCO in connection with this Agreement or any services provided.
      Without limiting the foregoing, TCO shall have no liability for circumstances beyond its control, including without limitation fire, theft, strike, lockout, force majeure, act of god, or act of terror.


      11: Cancellation. In the event that Client cancels an event at which the Services are to be performed by TCO then TCO shall be entitled to charge the Client, as a genuine pre-estimate of TCOʼs loss, the greater of the
      percentage of the Fees set out in the table below, and the amount of the budget relevant to the Services performed by TCO to the point of cancellation:




       Notice period                                     Minimum % Fees

       24 hours or less                                  50%

       48 Hours or less                                  35%

       Greater than 48 Hours                             25%




This digital file / document contains confidential information and has been prepared for discussion purposes only.  TCO Pty. Ltd. claims ‘commercial in confidence’ with respect to the contents. Please refer to our standard terms at the end of this document.
TCO Standard Terms

      12: Termination. Either Party may terminate this agreement by giving the other Party thirty (30) days written notice, or the parties may mutually agree in writing to a shorter notice period. This agreement will
      automatically terminate if: the Client enters into an arrangement or composition with creditors; an application is made for the appointment of a liquidator, controller, administrator, official manager, receiver and manager
      or similar officer or any of them is appointed; an event happens which would allow a court to wind the Client up; the Client ceases to carry on business or is unable to pay its debts; or the Client materially breaches this
      agreement and does not remedy the breach with fourteen (14) days of receiving notice from TCO to rectify the breach or the breach is incapable of being remedied.


      13: If this agreement is terminated for any reason the Client shall immediately pay to TCO any part of the Fees which has accrued prior to the termination but has not been paid, including works performed but not yet
      invoiced. Upon payment TCO shall deliver to the Client all books, records, plans, papers, models and information of any kind relating to the Services which are the property of the Client.


      14: The proper law of this agreement is the law of New South Wales. The parties submit to the jurisdiction of courts in New South Wales.


      15: Definitions. In this agreement, capitalised words shall have the meanings ascribed to them in the Schedule unless the context otherwise requires. Headings and bold print have been included for ease of
      reference. This agreement shall not be construed or interpreted by reference to such headings, sub-headings, bold print or capitals.


      16: The Client does not need to sign these terms to accept them, and instructing TCO to continue work will be deemed acceptance of these terms.


      17: This agreement contains the entire agreement between the parties and supersedes all previous correspondence and negotiations concerning the Services. This agreement is the primary agreement between the
      parties in relation to the Services and will be paramount to any terms attached to any purchase order, service request or other engagement terms provided to TCO whether before or after the execution of this
      agreement by either party. This agreement may only be varied by TCO executing a document explicitly using the words ʻThis agreement varies TCOʼs Standard Termsʼ.




This digital file / document contains confidential information and has been prepared for discussion purposes only.  TCO Pty. Ltd. claims ‘commercial in confidence’ with respect to the contents. Please refer to our standard terms at the end of this document.

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Corporate reputation and risk management: mUmBRELLA and TCO Social Media

  • 1. Corporate Reputation & Risk Management mUmbrella & TCOʼs Social Media Academy
  • 3. CORPORATE REPUTATION & RISK MGMT EARNED OWNED SOCIAL INSIGHTS & BEHAVIOURS FILM / AV PAID SHARED ENVIRONMENTAL ANALYSIS CONNECTION CREATE (LEAD) Channel, role, message & call-to- DIGITAL INTERACTIVE COMPETITORS / AUDIENCE action BUSINESS / MARKETING Strategy Ideas Planning Execution OBJECTIVES BRAND ESSENCE / TOOLS / AMPLIFY (PARTNER) ASSET/CONTENT DESIGN ASSETS / EXPERIENCE Creative Development TCO PROPRIETARY TOOLS / BROADCAST EXPERIENCE TYPOGRAPHY EXPERIENCE DIGITAL MEASUREMENTS & INSIGHTS
  • 4. Why is this important? • Reputation Management - protect the corporate reputation & brand • Risk Mitigation - voices can be amplified & issues can spread exceptionally fast via social - be prepared • Proactive - protect & strengthen your brand through social Socialrati.com
  • 5. MISSION CONTROL http://www.youtube.com/watch?v=InrOvEE2v38 Socialrati.com
  • 6. The way you respond & manage will make or break you “...by 2014 organisations that refuse to communicate with customers by social media will face the same level of wrath from customers as those that ignore today's basic expectation that they will respond to emails and phone calls...it has been predicted that responding to enquiries via social media channels will be the new minimum level of response expected..." Corporate Risk & Insurance
  • 7. TONIGHT 1. ACCC Ruling 2. Risk Management Process - Be Prepared 3. Five steps to manage your corporate reputation 4. Workshop
  • 9. ACCC RULING “Marketing communication on an advertising platform” Brands have “substantial control” over on page content
  • 10. Companies can be liable for MISLEADING or DECEPTIVE posts EVEN IF POSTED BY A THIRD PARTY! Small businesses should remove any of these comments as soon as they become aware of them. ʻWell-resourcedʼ businesses should take action within 24 hours of the post going live...
  • 11. RISK MGMT PROCESS TWO KEY MEASURES TO PREPARE YOUR BRAND
  • 12. Listen and learn According to KellerFay WOM Group, 10% of all conversations about brands occur online. This represents a considerable opportunity for businesses. More interestingly, of this 10%, just one quarter are motivated by advertising, which begs the question: What are the other three quarters of conversations being had about your brand or company? This is where the power of Social Media Listening (SML) kicks in. Think where does a crisis usually start?
  • 13. Reactive and Proactive PROACTIVE REACTIVE MARKETING COLLECTION PROCESSING ANALYSIS RESULTS FUNCTION Trends Actionable insights Identification of key Volume/type of Campaign/brand performance Search & keyword set-up conversations/KOL conversations Sentiment Analysis Brand Data scraping Track discussion of assets/ Active channels Customer response Data clean-up Association between assets/ sponsorships Reporting on agreed metrics sponsorships & brand Trends Identification of key Risk mitigation/management Volume/type of Search & keyword set-up conversations/KOL/ Sentiment analysis conversations Corporate Data scraping Stakeholders Active channels Actionable insights Data clean-up Track discussion of assets/ Association between assets/ Reporting on agreed sponsorships sponsorships & corporate metrics Trends Competitor Analysis Volume/type of Search & keyword set-up Identification of key Share of Voice conversations Category Data scraping conversations/KOLs/ Active channels Consumer opinions & Data clean-up Stakeholders concerns Reporting on agreed Actionable Insights metrics On Brand/Company Communities Platforms Off Brand/Company Communities Platforms
  • 14. 1. PRE-EMPT COMMUNICATIONS TCO work with client & key stakeholders to conduct a risk assessment KEY CRITICAL WORDS LEGISLATION (EXISTING COMPETITORS AND UPCOMING) (PRODUCT) COMPETITORS KEY OPINION LEADERS (CATEGORY) RISK KEY POLICY MAKERS (BUSINESS, BRAND, SPONSORSHIP ASSETS CATEGORY) KNOWN PRODUCT EVENTS ISSUES KNOWN PRODUCT SUPPLY CHAIN NPDS WATCH OUTS CUSTOMERS
  • 15. 1. PRE-EMPT COMMUNICATIONS TCO work with client & key stakeholders to conduct a risk assessment KEY CRITICAL WORDS LEGISLATION (EXISTING COMPETITORS AND UPCOMING) (PRODUCT) COMPETITORS KEY OPINION LEADERS (CATEGORY) RISK Share within the business KEY POLICY MAKERS (BUSINESS, BRAND, CATEGORY) SPONSORSHIP ASSETS KNOWN PRODUCT EVENTS ISSUES KNOWN PRODUCT SUPPLY CHAIN NPDS WATCH OUTS CUSTOMERS
  • 16. Traffic Light System Green (24 hours) Style of comment: spam, obscenities, anti-community behaviour etc. Frequency: Often Example: “Help save the whales from Japanese whaling by clicking this link and liking this page” Amber (6 hours weekday, 24hours weekend) Style of comment: Question about product, brand & services. Frequency: Occasionally Example: “I love Powerade but I heard that its production has been halted. Is this true?” “Who do I contact to get me a job selling Powerade” Red (2/4 hours regardless of day) Style of comment: Contentious issues surrounding the category, brand or business. This also includes any commend which could be deemed as misleading. Frequency: Infrequent Example: “Powerade can make you into an Olympic athlete.” ! “Powerade bottles are polluting the ocean and killing turtles”
  • 17. What are your Code Red topics? This digital file / document contains confidential information and has been prepared for discussion purposes only.  TCO Pty. Ltd. claims ‘commercial in confidence’ with respect to the contents. Please refer to our standard terms at the end of this document.
  • 18. 2. BE READY TO SWITCH ON (CODE RED ACTION) Have a plan in place on how a topic should be escalated to the people who make decisions
  • 19. Escalation Plan Recommendation that you should develop a series of pre-approved updates that can used within the community.
  • 20. What do you do in a crisis? 0 -15 Category Red - Call Tree: Category Red Step away from the email 0 -15 15 -30 ongoing Alert community Client Internal Community Manager to Brand Manager manager of desired Process monitor issue approach & response Corporate Affairs Marketing Manager Get it agreed beforehand Know when to hit the button Marketing Director Escalate again if needed CEO
  • 22. At the basis of all conversation Five key areas to ensure you are protecting your business, addressing customer concerns and strengthening your brand 1. Plan Ahead 2. Donʼt ignore 3. Mean it 4. Backtrack if needed 5. Be influential
  • 24. 2. Donʼt ignore the crisis & hope it will go away
  • 25. 3. Make sure you mean it
  • 26. 4. Backtrack if required Be Human. Admit when you have made a mistake
  • 27. 5. Be influential & change perceptions Work to understand what the crux of the issue is. Address it. Own the issue and take control of it. Identify who the key opinion leaders are, and assess who in your audience is speaking out the loudest. Reach out to your supporters.
  • 28. RECAP / KEY TAKEOUTS Companies can be liable for misleading or disruptive posts Be prepared. Plan out different scenarios and how you would react Ensure key issues and watch outs are shared within the business so communications can be pre-empted Listen proactively and react when required
  • 30. TCO Standard Terms 01: Appointment and Terms. The Client appoints TCO Pty Ltd ABN 69 125 933 637 (ʻTCOʼ) as consultant to provide the services set out in each estimate agreed between TCO and the Client (ʻServicesʼ). 02: Services. In consideration of the payment of the fees set out in an estimate or as agreed between TCO and client p-lus GST (ʻFeesʼ) TCO will provide the Services. TCO will abide by any reasonable directions given by the Client with respect to the manner of delivery of the Services. 03: Fees. TCO will provide a tax invoice to the Client for the Fees according to the payments set out in an estimate or if no estimate as agreed between TCO and Client. Fees payable 60% of estimate on engagement and prior to commencement of work and remainder is payable on delivery of the product of the Services provided under this Agreement. TCO shall be entitled to charge interest at the rate of 2% p.a. calculated daily on any overdue Fees. The Fees may be reviewed by TCO if the scope of the project changes and the Client will be given notice of any increase in the Fees. 04: Expenses. In addition to the Fees the Client will reimburse TCO the actual costs of disbursements reasonably incurred by TCO in carrying out the Services. Expenses are subject to prior approval by the Client. 05: Intellectual Property. Intellectual Property contributed by Client will remain owned by Client. Upon completion of the Services and final payment of all Fees TCO agrees to provide a royalty free perpetual license to the Client of all intellectual property rights created by TCO in connection with the provision of the Services for use by the Client for the purposes of the Project. TCO shall retain all Masters, rushes and other preparatory material and client (or third parties) will not be entitled to such originals, although client may request duplicate Masters to be provided at additional fees. Third party intellectual property will remain owned by such third parties, and Client appoints TCO as agent to procure any use of third party intellectual property in relation to the Project. 06: Assistance. The Client will give TCO, its employees and contractors all assistance reasonably requested by TCO to enable TCO to carry out the Services. 07: Employees. The Client will not, from the date of this Agreement to twelve months after completion of the provision of services by TCO, solicit, employ or contract any employee or contractor of TCO. The Client agrees that if it employs or engages any person directly, contrary to this clause it shall be liable to pay to TCO liquidated damages in a once off amount equal to 30% of such personʼs annual salary or annualised contracted amount (if a contractor) at the time of departing TCO even if they have been employed or contracted by another organisation after departing TCO and prior to being engaged or employed by the Client. This digital file / document contains confidential information and has been prepared for discussion purposes only.  TCO Pty. Ltd. claims ‘commercial in confidence’ with respect to the contents. Please refer to our standard terms at the end of this document.
  • 31. TCO Standard Terms 08: Confidentiality. Each party shall treat as confidential all information which comes into its possession, pursuant to or as a result of or in the performance of this Agreement, whether such information relates to the business, sales, marketing or technical operations of the other Party or the clientele of the other Party or otherwise. Neither Party shall, without the written permission of the other, disclose such confidential information to a third party. 09: Warranties. Except as set out herein all implied conditions, warranties and rights are excluded from this Agreement. Where the Trade Practices Act 1974 or other laws imply conditions or warranties or give other rights in respect of this Agreement, TCOʼs liability for any breach of such a condition, warranty or right will (but only to the extent permitted by law) be limited: (a) in the case of goods supplied, to the replacement or repair of the goods or the supply of equivalent goods, the payment of the cost of repairing or replacing the goods or of acquiring equivalent goods; (b) in the case of services supplied, to the supplying of the services again or the payment of the reasonable cost of having the services supplied again. 10: Liability. TCO will not be liable to the Client or any persons claiming under it in contract, tort or otherwise for or in respect of any direct, indirect, or consequential loss, damage, expense or injury suffered by the Client or any other person arising out of or relating to this Agreement or any delay, non‑performance or error in information supplied to the Client by TCO in connection with this Agreement or any services provided. Without limiting the foregoing, TCO shall have no liability for circumstances beyond its control, including without limitation fire, theft, strike, lockout, force majeure, act of god, or act of terror. 11: Cancellation. In the event that Client cancels an event at which the Services are to be performed by TCO then TCO shall be entitled to charge the Client, as a genuine pre-estimate of TCOʼs loss, the greater of the percentage of the Fees set out in the table below, and the amount of the budget relevant to the Services performed by TCO to the point of cancellation: Notice period Minimum % Fees 24 hours or less 50% 48 Hours or less 35% Greater than 48 Hours 25% This digital file / document contains confidential information and has been prepared for discussion purposes only.  TCO Pty. Ltd. claims ‘commercial in confidence’ with respect to the contents. Please refer to our standard terms at the end of this document.
  • 32. TCO Standard Terms 12: Termination. Either Party may terminate this agreement by giving the other Party thirty (30) days written notice, or the parties may mutually agree in writing to a shorter notice period. This agreement will automatically terminate if: the Client enters into an arrangement or composition with creditors; an application is made for the appointment of a liquidator, controller, administrator, official manager, receiver and manager or similar officer or any of them is appointed; an event happens which would allow a court to wind the Client up; the Client ceases to carry on business or is unable to pay its debts; or the Client materially breaches this agreement and does not remedy the breach with fourteen (14) days of receiving notice from TCO to rectify the breach or the breach is incapable of being remedied. 13: If this agreement is terminated for any reason the Client shall immediately pay to TCO any part of the Fees which has accrued prior to the termination but has not been paid, including works performed but not yet invoiced. Upon payment TCO shall deliver to the Client all books, records, plans, papers, models and information of any kind relating to the Services which are the property of the Client. 14: The proper law of this agreement is the law of New South Wales. The parties submit to the jurisdiction of courts in New South Wales. 15: Definitions. In this agreement, capitalised words shall have the meanings ascribed to them in the Schedule unless the context otherwise requires. Headings and bold print have been included for ease of reference. This agreement shall not be construed or interpreted by reference to such headings, sub-headings, bold print or capitals. 16: The Client does not need to sign these terms to accept them, and instructing TCO to continue work will be deemed acceptance of these terms. 17: This agreement contains the entire agreement between the parties and supersedes all previous correspondence and negotiations concerning the Services. This agreement is the primary agreement between the parties in relation to the Services and will be paramount to any terms attached to any purchase order, service request or other engagement terms provided to TCO whether before or after the execution of this agreement by either party. This agreement may only be varied by TCO executing a document explicitly using the words ʻThis agreement varies TCOʼs Standard Termsʼ. This digital file / document contains confidential information and has been prepared for discussion purposes only.  TCO Pty. Ltd. claims ‘commercial in confidence’ with respect to the contents. Please refer to our standard terms at the end of this document.