RT Digital

CMS Program Terms & Conditions

1. How we will work together to deliver the best result for your business through our RT Digital Complete Marketing System.


You agree to work with us to deliver your Complete Marketing System ‘CMS’ in the following ways: 

a) Communication. Initially, we will use phone and email correspondence with you to start-up your CMS. Once under way, we will provide you a dedicated CMS Slack channel. Slack is a leading online and mobile app business communications platform. Your Slack channel provides you access to the key RT Digital personal you will be working with for the term of your CMS agreement. We will require that you be attentive to your Slack channel for your CMS service delivery updates, content review for pre-approval, performance reporting, and our responses to your inquiries, etc. 
b) Point of Contact. We will require that you nominate an individual(s) as your main point of contact for all communications and meetings with us and that person(s) be attentive to your Slack channel during the full term of your CMS agreement.

c) Scheduled Meetings. Upon sign-up to your CMS we will invite you to attend a series of strategy and content meetings with key RT Digital personnel. From a soon as one week after sign-up, and conducted online via Zoom, will be your CMS Onboard Session, CMS Content Strategy Session, Copywriting Session, your Ads Pre-Launch Session, SocialSite Review and Handover Sessions. We will require that you attend each of these sessions.
d) Quarterly Meet-ups. Your Content Manager will conduct Quarterly Meet-ups via Zoom to discuss on going social content and strategy. We will require that you attend your Quarterly Meet-ups prepared for a discussion about your onward round of social content scheduling. 
e) Account Access. In accordance with your CMS, it will be our responsibility to manage a number of your business’s social and digital accounts on your behalf. We will require that you allow us access to manage your business’s Facebook Page, Instagram, and Tumblr, and Domain Registration accounts for the term of your CMS agreement.
f) Content. We will require that you provide us with an array of items from of your existing marketing materials that we can use towards your key deliverables and content management in accordance with your CMS. 
These will include photos depicting your business expertise, services, offerings, completed works and works in-progress, etc. Photos depicting your place of business, your business activity, assets, team/staff, etc. will be asked of too. Your logo files, brand guidelines, existing brochures and service/product info, etc. will be required. 
Regarding the photos you provide us for use in your social media posts, the more information about those photos you provide us, the better and more on point will be the captions we write on your behalf. We will require that you include descriptive notes with the photo files for this purpose. 
Where you may not have photos suitable for the purpose, we will assist by making recommendations to incorporate professional stock photos where needed. 
g) Dropbox. Upon start-up we will provide you access to your shared CMS Dropbox folder. We will require that you use your dropbox folder to provide us the content files that we require in accordance with and for the term of your CMS. 
h) Delivery Timing Guidelines. In accordance with your CMS, we aim to begin your Social Media posts at 4 weeks after sign-up. Your Social Media Ads Campaign launch in 6-8 weeks from sign-up. The launch of your SocialSite in 8-10 weeks from sign-up. So that we may keep to these guidelines, we will require that you be attentive to our communications, meetings and requests for information and content in a timely manor. 
i) Review & Pre-approval. In advance of their respective launch dates, we will provide you the means to review and pre-approve your pre-scheduled Social Media Content, your Social Ads Campaigns and SocialSite development. We require that you be attentive to this review process and provide us feedback/pre-approval in a timely manner so we can keep the Delivery Timing Guidelines (see 1h). If you are unable at times to attend to this review process, we may choose to go ahead and launch the content to keep the Delivery Timing Guidelines. 
j) Reporting. Key indicators, including ads expenditure allocation, audience reach, conversions, SocialSite analytics, etc. will be reported to you on a monthly basis in your Slack channel. We require that you be attentive to your reports for a more clear understanding and appreciation for the overall value that your CMS delivers to your business. Any queries about your reports will be answered in your Slack channel and Quarterly Meet-ups.
k) Enquiries & Leads. Enquiry and lead information data (name and contact details, etc.) captured by your CMS is made readily accessible to you via notifications and tools we provide you. This includes email and Slack notifications to you with enquiry/lead contact details for your follow-up process. We do not make contact with your enquiries/leads nor do we make any claim over your enquiry/lead data at any time. We will require that you be attentive to the enquiry/lead notifications and tools we provide you in accordance with your CMS. 


2. Your Costs


You agree to pay RT Digital the agreed fees for our services and deliverables set out in our agreement and your Complete Marketing System Package Outline as follows. All fees are GST exclusive.

a) Basic Fee. The Basic Fee covers to the cost of developing the assets, infrastructure, maintaining resources and personnel to deliver your CMS. The amounts payable for the set-up fee and the 12 monthly repayments will be according to the CMS package you have selected. Upon sign-up to your CMS, you agree to pay RT Digital your set-up fee and all 12 monthly payments as the Basic Fee for your CMS. You understand and agree that your minimum cost requirement is to pay your Basic Fee in full (see part 3 for exclusions to this rule).
b) Ads Campaigns. At sign-up you will nominate a monthly advertising expenditure budget. You agree to allow us manage that budget, on your behalf, to purchase ads campaigns in Facebook, Instagram and Google in accordance with and for the term of your CMS. We will account for all your advertising expenditure in your Reports (see 2j). 
c) Third Party Platforms. Included in the array of integrated resources we set-up as part of your CMS are Third Party Platforms i.e. an Email Marketing System (EMS) and Web Hosting for the SocialSite, etc. Depending on the CMS package you have chosen, operational fees for these third parties may or may not be included in the Basic Fee. Where applicable, you agree to pay third party operational fees for the term of your CMS. Any fee applicable to your package will be discussed with you before any charges are made.
d) SocialSite Updates & Edits. Minor updates and changes you may require for your SocialSite i.e. updating photos and contact details, will be accommodated without additional costs during the term of your CMS. Requests for major updates and changes i.e. edits to and/or additional content may incur costs. These will be considered and costs quoted on a case-by-case basis. 


3. Commercial Provisions  
We agree to the following terms that you understand and accept will apply to the delivery of your Complete Marketing System (CMS): 
a) Fees & Charges. You understand and accept that our item fees and charges may vary according to the CMS package and on going updates to our pricing structures. Your exact fees and charges will be clearly laid out in your CMS agreement. 
b) Conditions of Delivery. We undertake to deliver the CMS as set out in your CMS Package Outline. You accept and agree that you must meet your obligations under this agreement that relies on your co-operation. 
c) Payment Method. Payments for your Basic Fee, your Ads Campaigns and Third Party Platforms may only be made by credit or debit card. We accept no other form of payment. You accept this and agree to ensure that your nominated credit/debit card is able to make all payments, by the their due dates, for the term of your CMS. 
d) Basic Fee Payments. Your monthly Basic Fee payments must be made by their monthly due dates. You accept and agree that failure to meet your agreement obligation to pay the Basic Fee in full by the monthly due dates, is a breach of contract and so we may stop your CMS activity and enter proceedings to recover the balance of your Basic Fee from you.
e) Ads Campaigns & Third Party Platform Payments. We will require that you provide us with a credit card to be used to transact direct payments for your Ads Campaigns (See 2b) and third parties (See 2c). You understand and accept that these payments must be made by their due dates otherwise those activities and functions will cease and so to our means to properly deliver and service your CMS. 
f) SocialSites. RT Digital SocialSites are custom built with HTML code by our in-house developer team and hosted on a third party host server. RT Digital SocialSites include features and functions that are the Intellectual Property of RT Digital. If an RT Digital SocialSite is included in your CMS, you understand and accept that for the protection the site’s operational integrity and our IP, access to your SocialSite is not provided outside of RT Digital. 
g) Non-Payments. If your credit/debit card does not process a due payment, we will advise and assist you so that the payment is made as soon as possible. We are not liable to make that payment for you. Nor are we liable for any loss to you that arises from a non-payment. In the event that we may incur a debt for a non-payment, we may suspend your CMS activity and take appropriate action to recover from you the amounts incurred. 
h) Renewal. In the final quarter of your CMS term, we will meet to discuss continuance and formalise and agree to a renewed CMS term agreement. 
i) Non-Renewal & Your SocialSite. In the event you do not renew your CMS agreement (as described at 3-h), we will offer to host, secure and maintain your SocialSite for an annual hosting fee. You may also elect to maintain the operation of your SocialSite’s integrated Email Marketing System at its monthly operational fee. Should you choose not to continue with your SocialSite we will provide you with the source files. You understand and accept that if there are any amounts outstanding under this agreement, we may elect not to release the source files until those amounts are paid in full.
j) Early Termination. If you get into financial difficulty and wish to end our agreement early, we agree to discuss an exit strategy with you. If you cannot make the payments you must show us evidence of your financial position before we discuss your exit strategy. After 3 months we cannot provide refunds because we will already have completed the assets required to build your CMS and have launched them to market. You understand and accept that we make a significant investment of employee time and expertise when we build your CMS, so we need to recover that investment. 
k) Outcomes. We are responsible for the performance of the deliverables and services and in accordance with your CMS. We are not responsible for the sales and/or the commercial outcome of your business.
l) Refunds. If we provide you with the CMS we will only pay you a refund where we have materially failed to comply with this contract or breached any law that is relevant to our agreement including the Australian Consumer Law. We reserve the right to replace or repair the service we have provided to you, and/or offer compensation, in replacement of a refund.
m) Third Parties. You agree that we are not and cannot be liable for any interruption to service that is caused by the actions or inactions of a third party and therefore you also agree to indemnify us against any loss you may incur as a result. 
n) Liability Limitation. Any liability we have under this agreement is limited to the total amount of Basic Fee monthly payments you make to us in a 12-month period (as per your EMS Package Outline and agreed Basic Fee). You may not sue us for any more than this amount; we express exclude liability and all warranties to the extent permitted by law.
o) Force Majeure. If anything happens that prevents us from meeting our obligations under this agreement that is outside our control such as war, natural disaster, bush fire, pandemic or other act of god then we will notify you as soon as possible and explain how long the event and its impact is likely to continue. If the force majeure event runs longer than 30 days you may reject our proposal. All money owed under this agreement remains payable at all times.
4. General Provisions. 



We both agree that:
a) Deadlines. We need to agree on deadlines and make our best endeavours to achieve them but we both understand and agree that this may not be possible within reason due to unforeseen circumstances.
b) Concerns. We both agree to identify concerns about any aspect of the development or delivery of your CMS as they arise and communicate these concerns in a timely manner in writing by either email and/or your Slack channel.


c) Disputes. We agree to escalate any serious concerns that may lead to a dispute but if we cannot resolve them we will enter into formal dispute resolution.


d) Default. If either party does not fulfil its obligations under this agreement it must act to remedy the default as soon as possible. If a party remains in default for 30 days then the other party may give written notice to terminate the agreement immediately. If a party becomes insolvent the other party may give written notice to terminate the agreement immediately. 


e) Dispute Resolution. No party may commence legal action without attempting mediation using a mediator accredited by the Law Society of New South Wales. The parties shall bear equally the costs of the mediation. 


f) Notices. Any notice under this agreement must be given in writing including electronic mail. 

g)Changes. Any amendment of this agreement must be agreed in writing. 


h) Operative Law. This agreement is governed by the laws of New South Wales. 


i) Assignment. Rights under the agreement cannot be assigned without the written consent of the other party.


j) About this Agreement. We agree that this document contains the entirety of our agreement and that we have each had the opportunity to consider it and obtain legal and other advice. The parties warrant that each has full power and authority to enter into this agreement. The parties agree that they will do all things necessary in order to give effect to this Agreement and achieve the best possible results as outlined in your CMS Package Outline.