Terms of Service

Products

The Service Provider agrees to provide access to the products and services described in the Invoice issued to and paid by the Client (the “Products”). These may include, but are not limited to, web design, web development, landing pages, social media management, marketing services, and software as applicable.

The Products and associated fees are as reflected in the Invoice already received and paid by the Client prior to the execution of this Agreement. Any modifications to the Products, scope, or fees must be confirmed in writing, including by email or electronic message, by both parties before taking effect.

The Service Provider will provide access to the Products through a secure online portal via customer account alongside access to a mobile application.

Term and renewal

This Agreement commences on the date of signature by both parties and continues on a month-to-month basis unless terminated in accordance with the termination section of this Agreement.

The Client may cancel this Agreement with at least 14 days' written notice prior to the next billing date. The Service Provider may cancel this Agreement with at least 14 days' written notice for any reason.

This Agreement will automatically renew monthly unless terminated as described in this Agreement.

Fees and payment

The fees payable by the Client are those set out in the Invoice issued to and accepted by the Client. Where an Invoice specifies a monthly service fee, that fee is the monthly service fee for the purposes of this Agreement.

Project-based fees, including any foundation setup, marketing setup, or similar one-off engagement, are as set out in the applicable Invoice.

All project-based fees are due in full upfront before work commences. No split payment arrangements are available unless explicitly agreed upon in writing.

Ongoing monthly service fees will be automatically charged to the Client's designated payment method. The first payment is due upon signing this Agreement.

The monthly service fee includes an allowance for communication usage, covering the business telephone number provisioned for the Client and the calls and messages sent through it. Where the Client's usage exceeds that allowance in a billing period, additional usage is billed in increments as it is consumed. The Service Provider will tell the Client the current allowance and increment amounts in writing before this Agreement commences, and will give at least 14 days' written notice of any change to them.

All fees are exclusive of Goods and Services Tax (GST). GST will be charged at the current rate of 10% in accordance with Australian taxation law.

In the event of an unsuccessful payment attempt, the Service Provider will notify the Client and provide a 48-hour grace period to rectify the payment issue at no additional charge. If payment is not received within this period:

1. The Client's account will be paused and access to all Products, software, and services will be revoked until payment is successfully processed.
2. A late fee of 2% per week will be applied to the outstanding balance for each week the payment remains overdue.

The Service Provider reserves the right to adjust fees with at least 14 days' written notice to the Client.

Revisions and scope

Each deliverable includes two rounds of revisions at no additional cost. Additional revision rounds beyond the included two will be billed at a rate of $150 AUD per hour.

A revision round is a single consolidated set of feedback or change requests submitted by the Client at one time.

Any changes to the agreed scope of work must be confirmed in writing by both parties. Scope changes may result in additional fees and adjusted timelines, which will be communicated to the Client before work proceeds.

Rush and priority fees

Work requiring expedited delivery will incur the following surcharges on the applicable project or hourly fee:

1. Turnaround of 14 days or less: 50% surcharge.
2. Turnaround of 7 days or less: 100% surcharge.

Rush fees must be agreed upon in writing before expedited work commences.

Project timelines

The foundation setup phase is estimated to take approximately 6 weeks from the date all required materials, access, and information have been received from the Client.

Timelines are estimates and may vary depending on the complexity of the project and the responsiveness of the Client. Delays caused by the Client's failure to provide materials, feedback, or approvals in a timely manner may extend the project timeline accordingly.

Client responsibilities

The Client agrees to:

1. Provide timely access to all necessary accounts, materials, and resources required by the Service Provider to perform the agreed services.
2. Respond to requests for information, approvals, or feedback within 48 hours unless otherwise agreed.
3. Maintain accurate and up-to-date payment methods.
4. Provide accurate business and contact information throughout the term of this Agreement.
5. Review and approve deliverables within 48 hours of receipt. If no response is received within this timeframe, the deliverables will be deemed accepted.

The Client acknowledges that delays in fulfilling these responsibilities may result in corresponding delays in the delivery of Products and, where applicable, additional charges.

Termination

The Client may cancel this Agreement at any time by providing written notice at least 14 days prior to their next billing date.

Upon cancellation, access to the Products will continue until the end of the current billing period.

No refunds will be provided for partial months of service, except in cases where the Service Provider fails to deliver services in accordance with this Agreement. In such cases, refunds for unused services will be prorated based on the date of termination or prior agreement.

If the Client cancels during an active project phase, the Client will be billed for all work completed up to the date of cancellation, calculated proportionally based on the time elapsed relative to the estimated project timeline.

The Service Provider reserves the right to terminate this Agreement immediately if the Client violates any terms of this Agreement or engages in conduct that damages the Service Provider's reputation or operations.

Hosting and domain

If the Client already maintains their own hosting and domain services, the Client must grant the Service Provider the necessary access to perform the agreed services.

If the Client does not hold their own domain or hosting, or wishes to transfer either into the Service Provider's management, the Service Provider will facilitate that transfer.

While the Client maintains an active monthly service agreement, the Service Provider manages the Client's domain and hosting at no additional management cost.

Domain registration and renewal fees, and any hosting charges levied by a third party, are third-party costs. They are billed to the Client at cost and are not included in the fees under the fees and payment section.

The Client remains the registrant of their domain unless the parties agree otherwise in writing. On termination, the Service Provider will release or transfer the domain to the Client or to a registrar of the Client's choosing.

Disconnection and transfer

If the Client wishes to terminate services and retain their website as-is with no further changes, the Service Provider will disconnect the CRM and associated backend systems. No further edits will be made to the website.

If the Client wishes to terminate services and assume independent management of their website without the CRM, the following applies:

1. The Client acknowledges that alternative email, notification, and automation services will be required at their own expense.
2. The Service Provider can assist in setting up an alternative CRM, however the Client will bear all costs associated with the third-party CRM service.
3. Code changes to the website will be required to facilitate the disconnection.

If the Client wishes to migrate hosting to their own instance, for example their own Vercel account, the Service Provider can facilitate this migration. The Client must establish and pay for their own hosting account before the transfer can be completed.

A disconnection and transfer fee of $500 AUD applies to cover the technical work required for a proper disconnection, code changes, and setup to ensure the Client can operate independently.

The disconnection and transfer fee must be paid in full before the disconnection process begins.

On termination, the Service Provider will, on the Client's written request made within 30 days of termination, export the Client's CRM contact records and provide them to the Client in a standard machine-readable format at no additional cost. All other data held by the Service Provider in connection with the Products, including message history, automation configuration, analytics, and system logs, will be erased. The Service Provider is not obliged to retain any data beyond 30 days after termination.

Confidentiality

Both parties agree to maintain the confidentiality of any proprietary information shared during the course of this Agreement.

Intellectual property

Where the Client has paid a setup or project fee for the creation of deliverables, ownership of the intellectual property in those deliverables passes to the Client upon receipt of that fee in full, subject to the two clauses below covering custody of source files and the promotional licence.

Where the Client has not paid a setup or project fee and receives the Products on a subscription basis only, all intellectual property in the deliverables remains the property of the Service Provider. The Client is granted a non-exclusive, non-transferable licence to use the deliverables for the duration of this Agreement, which ends on termination.

Where ownership has passed to the Client, the Client may request delivery of the underlying files and source code on termination of this Agreement, subject to payment of the disconnection and transfer fee. During the term of this Agreement the Service Provider retains custody of those files for the purpose of delivering the Products.

The Service Provider retains a non-exclusive, perpetual, irrevocable, royalty-free licence to display and reproduce the deliverables for promotional purposes, including portfolios, case studies, advertising, and marketing materials. This licence survives termination of this Agreement.

The Client retains ownership of all original content, logos, branding, photographs, and other materials it provides to the Service Provider. The Client warrants that it holds the rights necessary to provide those materials and that they do not infringe the rights of any third party.

The Client grants the Service Provider a non-exclusive, perpetual, irrevocable, royalty-free licence to use, reproduce, and display those materials for the Service Provider's own promotional purposes, including portfolios, case studies, advertising, and marketing materials. This licence survives termination of this Agreement.

Content liability

The Client is solely responsible for the accuracy, legality, and appropriateness of all content, images, copy, trademarks, and materials provided to the Service Provider for use in deliverables.

The Service Provider is not obligated to verify or vet Client-provided content for copyright, trademark, or other intellectual property infringement. Any liability arising from the use of Client-provided content rests solely with the Client.

Ongoing support and maintenance

Following the launch of a website or completion of a project phase, the Service Provider will provide ongoing support for minor updates and routine maintenance as part of the active monthly service agreement.

Minor updates include small content changes, text updates, image replacements, and performance optimisations that do not require significant design or development work.

Major changes, redesigns, new feature development, or significant revisions fall outside the scope of ongoing support and will be quoted separately on a project basis or billed at the hourly rate of $150 AUD per hour.

Ongoing support and maintenance is only available while the Client maintains an active monthly service agreement. Support ceases upon termination of this Agreement.

Use of tools and technology

The Service Provider may use artificial intelligence tools, automation software, and other technology-assisted methods in the creation and delivery of Products. The Client acknowledges and consents to the use of such tools as part of the service delivery process.

The use of AI and automation tools does not diminish the Service Provider's commitment to delivering work of professional quality in accordance with industry standards.

Third-party platforms and services

The Products may be built upon, integrated with, or dependent on third-party platforms and services including but not limited to Vercel, HighLevel, Elite Connector, and GoDaddy.

The Service Provider is not liable for any disruption, downtime, change in terms, pricing changes, feature deprecation, or discontinuation of any third-party platform or service.

If a third-party platform change materially affects the Products, the Service Provider will make reasonable efforts to implement alternative solutions, which may be subject to additional fees.

Service guarantees

The Service Provider does not guarantee specific outcomes from services provided, as results depend on multiple external factors beyond the Service Provider's control.

The Service Provider commits to delivering services with reasonable care and skill and in accordance with industry standards.

If, at the launch call, the Client notifies the Service Provider that the Products do not substantially conform to what was agreed, the Service Provider will rectify the non-conformance at no additional cost. If the Service Provider is unable to do so within a reasonable period, the Client may terminate this Agreement and receive a refund of the monthly service fee paid for the then-current billing period. Setup and project fees, which cover work already performed, are not refundable.

Limitation of liability

The Service Provider's liability under this Agreement is limited to the total amount paid by the Client for the Products in the 12 months preceding the claim.

The Service Provider is not liable for indirect, consequential, special, or incidental damages, including but not limited to loss of profits, business interruption, or loss of data, even if the Service Provider has been advised of the possibility of such damages.

The Client acknowledges that the Service Provider's services are provided as-is and accepts responsibility for their use and implementation.

Nothing in this Agreement excludes, restricts, or modifies any guarantee, right, or remedy conferred on the Client by the Australian Consumer Law that cannot lawfully be excluded, restricted, or modified.

Indemnification

The Client agrees to indemnify, defend, and hold harmless the Service Provider, its officers, employees, and agents from any and all claims, damages, liabilities, and expenses, including legal fees, arising out of:

1. the Client's business operations,
2. content provided by the Client,
3. the Client's breach of this Agreement, or
4. any infringement of third-party intellectual property rights resulting from Client-provided materials.

The Client's indemnification obligations survive the termination of this Agreement.

Modifications

Any modifications to this Agreement must be made in writing and signed or electronically agreed to by both parties.

Communications sent via email or through an electronic signing platform are considered to be in writing for the purposes of this Agreement, provided that the receiving party acknowledges receipt.

Governing law

This Agreement is governed by and construed in accordance with the laws of Australia.

Any disputes arising out of or related to this Agreement are to be resolved exclusively through the courts of Victoria.

Prior to initiating formal legal proceedings, both parties agree to make a good-faith effort to resolve disputes through mediation.

Force majeure

Neither party is liable for delays or failure to perform obligations under this Agreement caused by events beyond their reasonable control, including but not limited to acts of God, natural disasters, unforeseen circumstances such as sickness, government restrictions, labour strikes, internet outages, or cyberattacks.

The affected party must notify the other party of such events promptly and take all reasonable steps to resume performance as soon as possible.

Data protection and privacy

The Service Provider complies with all applicable data protection laws, including the Australian Privacy Act 1988 (Cth).

The Service Provider will only collect, process, and store Client data necessary for the performance of this Agreement and will not share or sell Client data to third parties without prior written consent.

How that data is handled in practice is set out in the Privacy Policy, which forms part of these terms.

Customer lists and automated messaging

Where the Client provides the Service Provider with a list of its customers, contacts, or past customers (“Client Contact Data”), the Client warrants that:

1. it collected that data lawfully and holds the right to disclose it to the Service Provider,
2. it holds the consent required, whether express or inferred, for those individuals to be sent commercial electronic messages relating to the Client's business, and
3. it has removed any individual who has asked not to be contacted.

Any telephone number, sender identifier, or messaging account provisioned as part of the Products is registered to the Client and to the Client's business. Messages sent from it are sent by the Client, in the Client's name, and identify the Client as the sender. The Client is the sender of those messages for the purposes of the Spam Act 2003 (Cth).

The Service Provider's role is to configure, operate, and maintain the systems that send those messages on the Client's instruction. The Service Provider does not send commercial electronic messages on its own account to Client Contact Data.

The Client is responsible for the content of messages sent from its number or sender identifier. The Service Provider will provide the Client with the wording of any automated message template before it is activated, and the Client's approval of that wording, whether in writing or by electronic message, constitutes the Client's instruction to send it. The Client may request changes to any template at any time.

Every commercial electronic message sent through the Products will identify the Client and will include a functional means of unsubscribing. The Service Provider will configure the Products to record and action unsubscribe requests automatically. The Client must not instruct the Service Provider to send to any individual who has unsubscribed or otherwise asked not to be contacted.

The Client indemnifies the Service Provider against any claim, penalty, investigation, or expense arising from a breach of the warranties above, the content of any message the Client has approved, or any instruction by the Client to contact an individual who has unsubscribed. This includes any claim under the Spam Act 2003 (Cth), the Do Not Call Register Act 2006 (Cth), or the Privacy Act 1988 (Cth).

The Service Provider will use Client Contact Data only to perform the services under this Agreement, will not use it for its own marketing, and will not disclose or sell it to any third party.