Vendor Terms

These Vendor Terms and Conditions (“Vendor Terms”) govern the relationship between Social Cangaroo (“Company,” “we,” “our,” or “us”) and any supplier, freelancer, subcontractor, or service provider (“Vendor,” “you,” or “your”) who provides goods or services to us. By accepting a purchase order, signing a vendor agreement, or providing goods or services to Social Cangaroo, you agree to these Vendor Terms. 1. Scope of Agreement These Vendor Terms apply to all transactions, whether governed by a formal contract, purchase order, or other written arrangement, unless expressly overridden by a signed agreement between the parties. 2. Vendor Responsibilities Vendors must: Deliver goods/services on time and to the specifications agreed in writing. Maintain the highest standards of quality and professionalism. Ensure that all deliverables are original and do not infringe any third-party rights. Comply with all applicable laws, regulations, and industry standards. Maintain all required licenses, permits, and insurance coverage. 3. Pricing & Payment Prices and payment terms will be set out in the purchase order or vendor agreement. Invoices must include the purchase order number, a detailed description of goods/services provided, and any applicable tax details. Payment will be made within [30/45] days of receipt of a correct invoice, unless otherwise agreed in writing. No additional charges (including expenses) will be accepted unless approved in advance in writing. 4. Intellectual Property Unless otherwise agreed in writing, any work created by the Vendor for Social Cangaroo as part of a project will be deemed “work for hire” and owned by Social Cangaroo upon full payment. Vendors may not use Social Cangaroo’s name, logo, or project materials in marketing without prior written consent. 5. Confidentiality Vendors must keep all information, materials, and data related to Social Cangaroo and its clients strictly confidential and may not use such information for any purpose other than fulfilling the agreed services. This obligation survives termination of the relationship. 6. Compliance & Ethics Vendors must operate in an ethical, lawful, and professional manner and must not: Engage in any corrupt, fraudulent, or deceptive practices. Discriminate based on race, gender, religion, nationality, or other protected categories. Engage in activities that could damage Social Cangaroo’s reputation. 7. Warranties Vendors represent and warrant that: All goods/services will be free from defects, fit for the intended purpose, and conform to agreed specifications. All work will be performed with reasonable skill, care, and diligence. They have the right and authority to provide the goods/services without breaching any third-party agreements. 8. Indemnification Vendors agree to indemnify, defend, and hold harmless Social Cangaroo and its affiliates from any claims, damages, liabilities, costs, or expenses arising from: Breach of these Vendor Terms. Negligence, misconduct, or willful acts by the Vendor. Violation of any laws or third-party rights. 9. Termination Either party may terminate the relationship with 14 days’ written notice unless otherwise stated in a formal contract. Social Cangaroo may terminate immediately for breach of these Vendor Terms, poor performance, or unethical conduct. Upon termination, Vendor must deliver all completed and in-progress work for which payment has been made. 10. Limitation of Liability To the maximum extent permitted by law, Social Cangaroo will not be liable for indirect, incidental, or consequential damages. Our total liability will not exceed the amount payable under the specific purchase order or agreement. 11. Governing Law These Vendor Terms are governed by the laws of [Your Country/State], without regard to its conflict of laws principles. Any disputes will be subject to the exclusive jurisdiction of the courts in [City, Country]. 12. Entire Agreement These Vendor Terms, together with any applicable purchase orders or agreements, constitute the entire agreement between Social Cangaroo and the Vendor and supersede any prior oral or written communications. Contact for Vendor Relations: Social Cangaroo [email protected]