Client engagement agreement

1. Parties

The parties to this agreement are Levi Hamilton trading as Bark Digital (ABN 4377 636 3208) of 22a Riverside Drive, Currumbin Waters, QLD (“Levi”, “me”, “I”) and the client set out in the Quote (“Client”, “you”).

2. Services and Deliverables

2.1 I will provide the Services to you in accordance with this agreement, and subject to any limitations set out in the Quote, with the degree of skill, care and diligence expected of a professional providing services of a similar kind.
2.2 I will use reasonable efforts to complete the Services and to provide the Deliverables to you within the agreed time frames, as set out in the Quote or as otherwise agreed in writing.
2.3 Where the Deliverables include production of a logo, I will provide you with two (2) concepts for your review and selection. Once you have selected your concept, one (1) revision to the logo (such as colour variations) are included in the price set out in the Quote. Once the final logo has been approved by you, one (1) round of revision to each of the other Deliverables are included in the price set out in the Quote. Any additional brand concepts requested by you will incur an additional fee of $1,000 per additional concept requested.
2.4 All relevant files, or login details for Deliverables will be provided to you once full and final payment of the Fees has been provided to me in cleared funds, subject to the balance of this agreement.
2.5 You agree that I will not under any circumstances be obliged to deliver design files, such as Illustrator or InDesign files. These files are retained for my internal purposes only.  If you require me to deliver such internal files to you, this will be subject to further agreement and additional cost.
2.6 You acknowledge and agree that where the Services include creation of a website, I will perform basic search engine optimization according to current best practice, but I do not guarantee any specific position in search engine results for that website.

3. Your responsibilities

3.1 You are responsible for:

1. a) ensuring that all of your communication to me in relation to the Project, is via email, Asana project board or phone call. For the avoidance of doubt, no communication in relation to the Project is to be via social media channels such as Instagram, Facebook or via text message;
2. b) providing me with all copy and style guides prior to the commencement of any website build;
3. c) providing me with accurate and complete responses to my questions within 7 days of my request;
4. d) providing me with accurate and complete information in a timely manner to enable me to perform the Services and provide you with the Deliverables;
5. e) providing me with timely access to and control of your digital assets;
6. f) making timely decisions; and
7. g) updating any information you have provided to me where there has been a material change to that information.

3.2 You acknowledge that my ability to perform the Services and to provide you with the Deliverables depends on you meeting your responsibilities under this agreement and instructing me or responding to my requests in a timely and effective manner.

4. Changes to scope

4.1 If you request that I provide you with any additional services or deliverables outside the Scope, or to incur additional expenses, I retain the right to refuse your change request.
4.2 Any variation to the Scope must be made in writing and additional fees will be payable by you. I will advise you of such additional fees as soon as possible and may require payment in advance to secure payment of the additional services.  
4.3 Unless otherwise agreed in writing, where the Services involve a website design or build, and the following occurs, additional fees charged at my Hourly Rate of $125 + GST (with minimum increments of 30 minutes) of my time spent will be added to the Fees:

1. a) you request additional changes after the site has gone live;
2. b) you require me to set up hosting on a server or c panel outside of my recommended provider; or
3. c) you have worked with a previous developer and I am required to liaise with them to gain control of a domain or hosting.

4.4 Unless otherwise agreed in writing, if you request any of the following in relation to the Project, and I agree to your request, additional fees charged at my Hourly Rate of $125 + GST (with minimum increments of 30 minutes) of my time spent will be added to the Fees:

1. a) any additional services;
2. b) any additional deliverables;
3. c) further revisions above and beyond the inclusions set out in the Quote; or
4. d) additional zoom or face to face meetings.

4.5 I am not responsible to you or any third party for any failure in providing the Services or the Deliverables caused by an Unexpected Delay. I will notify you as soon as is practicable if an Unexpected Delay arises that may affect the Services and the cause of the Unexpected Delay, if known.
4.6 You acknowledge that this agreement will be varied to include any change to the Scope (including adding additional services or deliverables), the Fees or the timeframes for completion of the Services and delivery of the Deliverables (as varied to include any additional services or deliverables) if any Unexpected Delay requires it.
4.7 If you require me to undertake any of the Services or provide you with any of the Deliverables in a shorter timeframe than I have otherwise proposed, and I agree to this request, that urgent work will be charged at my Urgent Hourly Rate (with minimum increments of 30 minutes), or an additional 50% of the quoted price and the Fees will be varied accordingly.

5. Fees

5.1 Unless otherwise set out in the Quote, a Deposit is payable prior to commencement of the Services. I will provide you with an initial invoice setting out the Deposit and the due date for payment.
5.2 Once you have paid the Deposit, it will be non-refundable, except where otherwise required by law.  
5.3 I may review the Fees where:

1. a) an Unexpected Delay occurs;
2. b) we have agreed to a change to the Scope and we agree an additional fee;
3. c) third parties which I engage on your behalf modify their fees or charges; or
4. d) you do not accept this agreement within one month of the date of the Quote.

5.4 Unless otherwise stated, the Fees exclude GST. You agree to pay any GST imposed on me, now or in the future, in relation to this agreement. Where GST is payable on any taxable supply made under this agreement, you agree that the Fee payable for this supply will be increased by an amount equivalent to the GST payable by me in respect of that supply.
5.5 I may review my Hourly Rate, my Urgent Hourly Rate and / or the Expenses Threshold from time to time and increase it depending on market conditions and other factors. I will provide you with reasonable notice of any increase to my Hourly Rate, my Urgent Hourly Rate or my Expenses Threshold and will not increase them more than once in any twelve month period.
5.6 If, within 14 days of receiving notice from me that my Hourly Rate, my Urgent Hourly Rate or the Expenses Threshold is increasing, you do not notify me that the increase is unacceptable to you, you agree that you will be deemed to have accepted the increased rates and those rates will then apply from the date advised in my letter to you.
5.7 If you notify me that my increased Hourly Rate, Urgent Hourly Rate and / or Expenses Threshold is unacceptable, you or I may terminate this agreement.

6. Expenses

6.1 I may incur Expenses in providing the Services. These may include (but are not limited to):

1. a) stock image purchase costs;
2. b) printing costs;
3. c) props for photographing; and
4. d) fonts.

6.2 I will charge you at cost for any Expenses I incur in providing the Services or the Deliverables to you. I will notify you of these Expenses before I incur them if they exceed $200 each (“Expenses Threshold”).
6.3 It may also be necessary for you to pay ongoing Expenses, either to me or to a third party provider, in order to obtain the full benefit of any Services I provide, or to continue to use any Deliverables that I provide to the same extent over time (for example, ongoing fees for premium plugins). I will provide you with cost estimates for any expected ongoing Expenses prior to you incurring the Expense. If you agree to the Expense then you are responsible for attending to any such payments and I am not responsible for any loss that you may suffer as a result of your failure to attend to the payment of any such Expense. If you chose not to agree to such Expense, then I may be unable to provide the Services or the Deliverables to the standard which I would otherwise recommend.  
6.4 There may be circumstances where I require you to pay Expenses up front and / or directly to third parties (for example, website hosting or software such as MailChimp). I will require you to make payment as directed by me (for example, to log in and enter your credit card details). You agree to make such payments as is reasonably directed by me.

7. Payment

7.1 You agree to pay me the Fees and to pay all agreed Expenses in accordance with this agreement.
7.2 You agree to pay my invoices by the due date set out on the invoice. Unless an alternative due date is set out in the invoice, all invoices will be due for payment seven (7) days from the date of issue.
7.3 Payment of invoices must be made by electronic funds transfer or direct bank deposit into my nominated account. I may, in my absolute discretion, charge interest on all amounts outstanding for more than fourteen (14) days at the rate of 10% per annum.
7.4 I will invoice you for any Fees and Expenses on completion of each stage of the Project or at agreed intervals, as set out in the Quote. If invoicing intervals are not set out in the Quote, I will invoice you for the balance of Fees and Expenses on completion of the Project, at months end, or 30 days after I last receive contact from you.
7.5 If any invoiced amounts remain outstanding for more than sixty (60) days, I may refer the matter to a debt collection agency or solicitor. In this case you agree to pay any costs I incur or become liable to pay for the collection of such unpaid amounts, including but not limited to debt collection fees, charges and commissions and legal fees and costs on a full indemnity basis.
7.6 Without limiting any other rights I may have, I am entitled to suspend or terminate the Services, in whole or in part, or to retain or withhold any Deliverable if you do not pay my invoices on or before the due date for payment.

8. Access and control

8.1 I may require reasonable access to your digital assets (such as your website or social media profiles and in some cases email) to provide the Services. You agree to provide me this access on request.

9. Intellectual Property

9.1 During the Project, I may provide you with materials which may contain Intellectual Property owned by third parties. You agree to deal with these materials as I direct and not to do anything which may result in an infringement of third party rights.
9.2 Without limitation, and subject to, clause 9.3 of this Agreement, upon full and final payment of the Fees, I agree to assign to you ownership of the Intellectual Property in any final original design that I create for you as part of the Deliverables (such as final logos and brand marks) (“Original Designs”). For the avoidance of doubt, this does not include any alternative concepts that you did not select as your final concept, or the original design files (“Alternative Concepts”).
9.3 If the Services include creation of a website, I may from time to time, at my own discretion, include on that website, graphics and other designs which I have created but which is outside of the Scope (“Retained Designs”). You agree that where I include such Retained Designs on a website which I create for you, unless otherwise agreed in writing, I will retain the Intellectual Property in the Retained Designs and provide you with a royalty-free, non-exclusive, licence to use those Retained Designs on that website. You acknowledge and agree that if you request that I transfer the Intellectual Property in any Retained Designs to you, and I agree to this request, then an additional fee must first be agreed, which will be added to the Fees.  You further acknowledge and agree that unless I transfer the Intellectual Property in the Retained Designs to you, I may use those Retained Designs on other websites.
9.4 You agree to grant to me a royalty-free, non-exclusive, licence to use and reproduce any of the Original Designs for my own marketing and sales purposes. You further acknowledge that I may use any Alternative Concepts (the Intellectual Property in which I retain) in my own marketing in connection with your brand name and / or in respect of any future work for other clients.
9.4 Unless otherwise instructed in writing by you, you grant me permission to use and reproduce your name, business or trading name and logo (if applicable), photograph or likeness, including any trade marks, as well as evidence of services delivered and results achieved, for the sole purpose of promoting my business.
9.5 You agree that I may place Original Designs and Alternative Concepts on my webpage, together with a hyperlink to your website, as well as on my own social media channels.
9.6 You agree to provide me with a royalty-free, non-exclusive, licence to use the Elements in performance of the Services and creation of the Deliverables.
9.7 If the Services include designing or building you a website, you agree to display a small credit on that website, in the form of a small line of text with a hyperlink to my website positioned at the bottom of the webpage.  

10. Clients warranty and indemnity

10.1 You warrant at all times during this agreement that:

1. a) you have the full right and title (including applicable rights to all Intellectual Property) to all elements of text, graphics, photos, videos, designs, trade marks, or other artwork or text you provide to me for the purpose of this agreement (“Elements”), or that you have received written permission from the rightful owner(s) to use each of the Elements for the purpose it is to be used by you, or by me on your behalf; and
   b) you have complied with and/or will comply with all applicable laws and regulations that relate in any way or apply to the Project at your own expense.

10.2 You agree to indemnify me on a full indemnity basis for all loss and damage associated with:

1. a) any breach of the warranties set out in this clause 10; or
2. b) any infringement of any third party’s Intellectual Property rights caused or contributed to by you.
3. Confidentiality

11.1 Each of us agree to protect and keep confidential any Confidential Information that is given to us by the other.
11.2 We may disclose your Confidential Information to our own professional advisers and insurers on a confidential basis.
11.3 Either of us may disclose any Confidential Information to the extent that it is required to be disclosed by law, order of any court, tribunal, authority or regulatory body, rules of any stock exchange or any professional obligations or requirements.

12. Limitation of liability

12.1 You acknowledge and agree that third-party platforms or tools which I may use to provide the Services, or which the Services are designed to take advantage of, such as Facebook, Instagram, MailChimp and WordPress as well as any plugins are not controlled or influenced by me and I cannot guarantee their continued availability. Should a critical platform or tool become unavailable for any reason during the course of providing the Services, I will discuss a mutually acceptable alternative or termination with you.
12.2 You acknowledge and agree that I am not liable for the actions of hackers, viruses and other problems which may arise when conducting business online. It is your responsibility to back-up your website and ensure the integrity of your data. If the Services include creating a website, I agree to install and schedule appropriate backup software at the time of creating your website to assist you with this. You agree that I am not liable for loss of sales, leads or reputation due to any security issues with your website and you agree to irrevocably release me and hold me harmless me from any such claim.
12.3 Nothing in this agreement is intended to exclude any right or guarantee to which you are entitled under the Australian Consumer Law. Where the Services fall within the scope of the Australian Consumer Law, I limit my liability to you for any Loss or causes of action arising in relation to this agreement to the fullest extent permissible under section 64A of the Australian Consumer Law; that is, to the supply of the Services again or to pay the cost of having the Services supplied again.
12.4 I will not be liable for any Loss, or failure to provide the Services, which is caused by an Unexpected Delay or which arises as a result of me relying on any false, misleading or incomplete information provided by you.
12.5 If my services fall outside the scope of the Australian Consumer Law, I exclude all liability to you for any Loss or causes of action arising in relation to this agreement and you hereby waive, release and discharge, on a continuing basis, all claims you have or may have against me relating to the provision of the Services, however arising.
12.6 In the event that the limitation of liability set out in clause 12.5 of this agreement is found by a court of competent jurisdiction to be void or unenforceable, and it is severed from this agreement, you agree that my liability to you for any Loss or causes of action arising in relation to this agreement will be limited to the supply of the Services again or to pay the cost of having the Services supplied again.
12.7 You indemnify me and hold me (including my officers, employees, agents, contractors and related bodies corporate) harmless in respect of any and all claims, Loss or damage of any kind whatsoever (including legal costs and disbursements on a full indemnity basis), arising directly or indirectly out of any act or thing done by me in good faith and purportedly pursuant to a right granted to me under this agreement, and any breach by you of any of the terms of this agreement.
12.8 If the Services include making changes to an existing website, I am not liable for any loss experienced as a result of an adverse change in any specific position in search engine results or compromised backlinks as a result of those changes.
12.9 To the maximum extent permitted by law, I exclude all liability for negligence.
12.10 Without limitation to the remainder of this clause 12, I will be liable to you only for that proportion of the total Loss that I have caused or to which I have contributed and I will not be liable for any Consequential Loss.

13. Termination

13.1 Either of us may terminate this agreement:

1. a) at any time by giving the other party 30 days’ written notice;
2. b) immediately if the other suffers an Insolvency Event, is unable to pay all of its debts as and when they become due and payable, suspends payment of such debts or otherwise ceases to carry on business; or
3. c) immediately if the other commits any material breach of this agreement that is either incapable of being remedied or is not remedied within 14 days of receipt of a notice requiring the breach to be removed.

13.2 I may terminate this agreement by giving you written notice if:

1. a) you fail to meet your obligations under this agreement;
2. b) you notify me that any increased Hourly Rate, Urgent Hourly Rate or Expense Threshold is unacceptable; or
3. c) there is a change of circumstances beyond my reasonable control that prevents me from being able to provide the Services or the Deliverables to you.

13.3 If this agreement is terminated:

1. a) you agree to pay me the Fees for any work I have done and any Expenses I have incurred up to the date of termination; and
   b) the termination does not affect any accrued rights of either of us or any provision of this agreement that continues to apply.

13.4 If this agreement is terminated, the obligations set out in clauses 3, 5, 6, 7, 9, 10, 11, 12, 13, 14, 15, 16, 17 and 18 of this agreement survive termination of this agreement.

14. Dispute resolution

14.1 Each of us agree to use reasonable endeavours to resolve any dispute that arises in connection with this agreement by mediation before bringing a legal claim or starting legal proceedings against the other.
14.2 Nothing in this agreement prevents either of us from seeking any equitable relief in relation to our rights under this agreement.

15. Privacy

15.1 I will handle Personal Information in accordance with the Privacy Act and my privacy policy, which can be located on my Website.
15.2 Where you provide me with any Personal Information, you warrant that you have collected the Personal Information in accordance with the Privacy Act, that you are entitled to provide the Personal Information to me and that I may collect, use and disclose the Personal Information for the purpose of providing the Services to you or as otherwise permitted by this agreement.

16. General

16.1 Term: The term of this agreement will commence on the date it is accepted by you and will continue unless or until the Services are fully provided and paid for in full or terminated in accordance with the terms of this agreement.
16.2 Amendment: Unless otherwise set out in this agreement, any amendment or variation to this agreement (such as a change to the Scope) is not effective unless it is in writing and agreed by both parties.
16.3 Assignment: Neither party may assign or otherwise transfer their rights or obligations under this agreement without the other party’s prior written consent.
16.4 Relationship of parties: Each of Us agree that:

1. a) I am engaged as an independent contractor;
2. b) neither of Us is an agent or representative of or has the authority to bind the other; and
3. c) this agreement is not intended and will not be taken to constitute a partnership, agency, employment, joint venture or fiduciary relationship between Us.

16.5 Entire agreement: This agreement, to be read in conjunction with the Quote, constitutes the entire agreement between Us in relation to the Project, save for in relation to any future agreed amendments. Together with the Quote, it supersedes all prior communications, negotiations, arrangements and agreements, either oral or written between Us in relation to its subject matter.
16.6 Severance: If anything in this agreement is unenforceable, illegal or void, it is severed from this agreement and the rest of the agreement remains in full force and effect.
16.7 Waiver: A waiver by one of Us of a breach by the other party of any term of this agreement does not operate as a waiver of another term or a continuing breach by the other of the same or any other term of this agreement.
16.8 Events beyond control: Neither party will be liable to the other party for any loss caused by any failure to observe the terms and conditions of this agreement, where such failure is occasioned by causes beyond its reasonable control including, but not limited to, by fire, flood, riot, strike, war, restrictions and prohibitions or any other actions by any government or semi government authorities, or major injury or illness of key personnel.
16.9 Governing law: The law of Queensland governs this agreement and the parties submit to the non-exclusive jurisdiction of the courts of Queensland.
16.10 Notices: A notice or other communication to a party must be in writing and delivered to that party in one of the following ways:

1. a) delivered personally;
2. b) posted to their address, when it will be treated as having been received on the second business day after posting; or
3. c) sent by email to their email address, when it will be treated as received when it enters the recipient’s information system.

16.11 Communication: Each of Us agree that we may communicate with each other electronically and acknowledge that electronic transmissions can be corrupted or intercepted, may not be delivered and may contain viruses. Neither of Us is responsible to the other for any loss suffered in connection with the use of email as a form of communication between Us.
16.12 Disclaimer of warranties: To the extent permitted by law, I disclaim all warranties, either express or implied, in relation to the Services other than any written warranty expressly made in this agreement.

17. Definitions

17.1 Unless otherwise stated in this client engagement agreement:

(a) Alternative Concepts has the meaning given to the term in clause 9.2 of this agreement.

(b) Australian Consumer Law means Schedule 2 of the Competition and Consumer Act 2010 (Cth).

(c) Business Day means a day on which banks are open for business on the Gold Coast, other than a Saturday, Sunday or public holiday.

(d) Confidential Information means and includes:

1. the terms of this agreement;
2. any information or material which is proprietary to a party or acquired by either of Us solely as a result of the Services; and

iii. any Intellectual Property and methodologies and technologies that:

1. you use in your business, and to which I am exposed in the course of providing the Services;
2. I use to provide the Services; or
3. any information designated as confidential by either of Us.
4. but excludes any information that:
5. is disclosed with the other party’s prior written consent;
6. was already known to either of Us before we received it from the other or is independently developed by either of Us;
7. is or becomes publicly available, except by a breach of this agreement;
8. is disclosed to either of Us by a third party provided that the recipient reasonably believes the third party is legally entitled to disclose such information; or
9. is required to be disclosed as contemplated by clause 11.3 of this agreement.

(e) Consequential Loss means any loss or damage which is indirect, consequential, special, punitive, exemplary or incidental, including any loss of profit, revenue, anticipated savings or business opportunity, loss or corruption of data or systems, or damage to goodwill however caused or arising as a result of the Services or this agreement.

(f) Deliverables means the deliverables set out in the Quote, which you advise me in writing that you select, and as may be varied pursuant to the terms of this agreement.

(g) Deposit means an amount equal to 50% of the total Fees, as at the commencement of this agreement.

(h) Elements has the meaning given to the term in clause 10.1(a) of this Agreement.

(i) Expenses means the expenses set out in the Quote, or as otherwise payable in accordance with the terms of agreement.

(j) Expenses Threshold has the meaning given to the term in clause 6.2 of this agreement.

(k) Fees means the fees set out in the Quote, as may be varied in accordance with the terms of this agreement.

(l) GST has the meaning given to it under A New Tax System (Goods and Services Tax) Act 1999 (Cth).

(m) Hourly Rate means the hourly rate I charge for any additional services or deliverables outside of the Scope, which at the time of entering into this agreement, is one hundred dollars ($100) per hour and may be reviewed in accordance with clause 5 of this agreement.

(n) Insolvency Event means and includes:

1. the making of an arrangement, compromise or composition with, or assignment for the benefit or, one or more creditors of a party;
2. the appointment of administrators, liquidators, receivers, a bankruptcy trustee or analogous person to, or over, all or part of a party’s business, assets or securities;

iii. an application being made, or a resolution being proposed, which seeks to effect such an appointment other than for a solvent reconstruction; and

1. the existence of a legislative presumption of insolvency in relation to a party.

(o) Intellectual Property means all intellectual property rights throughout the world and includes rights in respect of copyright, patents, trade marks, designs, trade secrets and know-how.

(p) Loss means any losses, liabilities, claims, damages, costs or expenses (including interest where applicable and Consequential Loss), judgments or orders however caused or arising as a result of the Services or this agreement.

(q) Original Designs has the meaning given to the term in clause 9.2 of this agreement.

(r) Personal Information has the meaning given to it in the Privacy Act.

(s) Privacy Act means the Privacy Act 1988 (Cth).

(t) Project means the design and / or build project the subject of this agreement.

(u) Quote means the quote provided to you setting out our suggested Services and Deliverables, prior to the commencement of this agreement.

(v) Retained Designs has the meaning given to the term in clause 9.3 of this Agreement.

(w) Scope means the scope of Services that I agree to perform and the Deliverables that I agree to provide to you and any limitations thereto as set out in the Quote, or as otherwise agreed in writing, as part of this Project.

(x) Services means the services set out in the Quote which you advise us in writing that you select, and as may be varied pursuant to the terms of this agreement.

(y) Urgent Hourly Rate means the hourly rate I charge for any work which you require me to perform urgently, or in a shorter timeframe than otherwise set out in my Quote, which at the time of entering into this agreement, is one hundred and fifty dollars ($150) per hour and may be reviewed in accordance with clause 5 of this agreement.

(z) Unexpected Delay means any delay in providing the Services or the Deliverables that is caused or contributed to by an act or event (including the non-performance of your obligations) that is beyond my control or was not reasonably foreseeable by me at the commencement of this agreement.

(aa) We or Us means you and I.

18. Interpretation

18.1 In the interpretation of this agreement:

1. a) References to legislation or provisions of legislation include changes or re-enactments of the legislation and statutory instruments and regulations issued under the legislation;
2. b) Words denoting the singular include the plural and vice versa, words denoting individuals or persons include bodies corporate and vice versa, references to documents or agreements also mean those documents or agreements as changed, novated or replaced, and words denoting one gender include all genders;
3. c) Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this agreement;
4. d) Grammatical forms of defined words or phrases have corresponding meanings;
5. e) Parties must perform their obligations on the dates and times fixed by reference to Brisbane, Queensland, Australia;
6. f) Reference to an amount of money is a reference to the amount in the lawful currency of Australia;
7. g) If the day on or by which anything is to be done is a Saturday, a Sunday or a public holiday in the place in which it is to be done, then it must be done on the next Business Day;
8. h) References to a party are intended to bind their executors, administrators and permitted transferees;
9. i) Obligations under this agreement affecting more than one party bind them jointly and each of them severally; and
10. j) If there is any inconsistency between the terms of this agreement, the Quote and any agreed variation to this agreement, then the following will prevail to the extent of the inconsistency:
11. a) any variation agreed in writing after entering into this agreement, including, but not limited to, a variation to the Scope, Fees, Expenses or agreed deliverable dates; then
12. b) the Quote; then
13. c) the terms of this agreement.  
14. Acceptance

19.1 You can accept and enter into this agreement with me by:

1. a) returning a signed copy of the agreement to me;
2. b) informing me in writing or verbally that you accept the agreement;
3. c) instructing me to provide the Services after you have received a copy of the agreement;
4. d) digitally signing the contract on Dubsado; and/or
5. e) making a payment to me after you have received a copy of the agreement.