Terms and Conditions

Standard Terms - May 2024

For the provision of Services by Springboard Digital Pty Ltd ACN 634 185 381 (we/us/our).

These Standard Terms (Terms) and our proposal documentation (Proposal) form the basis of our agreement with you (collectively the Agreement) and are our offer of Services to you.

1. Acceptance

You accept our offer if you:

  1. sign and return the Proposal; or
  2. continue to request (either orally or in writing) that we perform work for you after receiving the Proposal.
 

2. Proposal

  1. Our Proposal may take different forms and may also be made up of separate parts, which are to be taken as joined and to form one single document. 
  2. Where our Proposal specifies a ‘scoping’ component, we reserve the right to unilaterally vary our Proposal (acting reasonably) as a consequence of findings made during the scoping process.
  3. You must tell us immediately if you disagree with anything contained in our Proposal or if you think we have misunderstood your requirements. 
  4. If there is any inconsistency between these Terms and the Proposal, the Proposal will prevail to the extent of that inconsistency.

3. Variations

  1. Either party may request variations to the Services at any time. If both parties agree to the variation in writing, then the Proposal will be deemed to be updated to reflect the change and will vary the Agreement.
  2. We may reasonably update the Proposal unilaterally upon providing notice to you where:
    1. any of our Assumptions are proven to be incorrect; or
    2. technological, software or Ad Network changes impact upon our intended delivery of the Services to you.

4. Project and Campaign Plans

  1. Where project based work is specified in our Proposal, we will prepare a plan containing the following information for your review:
    1. an outline of the campaign concept or project plan key deliverables;
    2. informed estimates of the costs and activities which we reasonably anticipate;
    3. an outline of the anticipated schedule which will align with any associated media budgets you have provided; and
    4. any other relevant information relating to the Services you request that is within the scope we have provided.
  2. For ongoing retainer based work, our team will communicate deliverables, timelines and results with you on a monthly basis as part of your monthly consulting meeting (or Work-In-Progress/WIP meeting).

5. Services

5.1 Provision of Services

  1. We will provide the Services:
    1. in a professional manner with due care, skill and diligence;
    2. in accordance with all Laws, applicable self-regulatory advertising codes in Australia (including those relating to featuring persons under the age of 18) and any reasonable internal policies you provide to us; and
    3. as set out in the Proposal, including completing work components in order of their ranked priority, and otherwise in accordance with these Terms.
  2. We will keep you updated via regular Work In Progress Meetings at the frequency detailed in the Proposal, or as reasonably agreed by the parties.
  3. We may provide you with Update Reports from time to time, in lieu of or in addition to the Strategy Meetings.

5.2 Approval

  1. We will not engage in any media planning with nor buy any advertising from any Ad Networks without your prior consent.
  2. We will obtain your approval of the themes, templates and broader campaign strategy that will to be used to create Advertising Material before publication.

5.3 Training

You acknowledge and agree that:
  1. any training provided as part of the Services is strictly for educational and professional development purposes;
  2. the success and achievements of those receiving the Training and their utilisation of any new skills acquired is your responsibility;
  3. we have not made any representations or warranties with respect to any outcomes of those receiving the training; and
  4. all actions taken by those who received the training is at your risk and is your responsibility.

5.4 Your responisbilities generally

  1. To enable us to properly perform the Services in accordance with this Agreement, you must promptly provide us with all reasonable:
    1. Information, assistance, data, resources, records, approvals, materials or access (including to your software accounts); and
    2. access to Personnel within your organisation that we need to interact with.
  2. You acknowledge that the Service Fees in the Proposal assume that:
    1. the information you provide to us will be accurate, complete and not misleading; and
    2. you will comply with your obligations under (a).

6. Delay

  1. Where we provide a Delivery Plan, you acknowledge that it is our best estimate. You agree that we are not responsible for any Loss suffered by you as a result of our delay. We will take reasonable steps to mitigate and minimise delay on our part and the impact such delay may cause.
  2. If we become aware of any delay (or likely delay) in delivery, we will promptly notify you of the details of the delay and provide you with a revised Delivery Plan.

7. Contact Administrator

We may request that you assign a contract administrator to manage your receipt of the Services and ongoing dealings with us. You agree that the contract administrator has your authority to make decisions regarding the Services and this Agreement on your behalf.

8. Engagement of third parties

8.1 We may engage third parties

  1. We may in our sole discretion subcontract any part of our Services to a third party without notice to you and without your consent.
  2. Subject to clauses 8 – 10, we take full responsibility for the Services provided by any subcontractor we have engaged to assist us with our delivery of the Services.

8.2 Our engagement of third parties

We will ensure that third parties we engage in the performance of the Services:
  1. are competent and professional;
  2. are bound by the intellectual property and confidentiality provisions of this Agreement or otherwise to provisions equivalent in effect;
  3. have the qualifications and/or experience necessary to ensure full and proper performance of the duties allocated to them; and
  4. do not breach or cause us to breach any of our obligations under this Agreement.

9. Third party Software

  1. As part of our Services we may recommend, install, implement, train and/or support you with third party software solutions or use such solutions on your behalf (Software). Prior to your use of the Software or our use on your behalf (within your account), we will obtain your consent to utilise the Software and will ensure you have access to the license terms and conditions relating to the use of any such Software (Software License).
  2. You warrant that before you provide your consent under (a):
    1. you have had an opportunity to read and understand the Software License; and
    2. you are solely responsible for:
      1. Your compliance with the Software License; and
      2. all fees and costs relating to your access and use of the Software and ours where the Software is being used by us on your behalf and in accordance with your directions; and
      3. we will not be responsible for any Loss that you suffer as a consequence of interruptions or malfunctions with the Software.

10. Third party SoftwareAd Networks

You acknowledge and agree that:
  1. Ad Networks change their assessment criteria regularly, erratically and for the most part refrain from disclosing;
  2. Ad Networks exercise a wide discretion to remove or limit advertising where they are of the view that the advertising breaches a policy, Law or is the subject of a complaint, take down notice, legal action, or at the request of a Government Authority; and
  3. software enabling users to access Ad Networks may also affect the way in which advertisement and information may be displayed to users;
  4. the factors set out in (a)-(c) are entirely outside our control, but can impact upon the appearance and positioning of the Advertising Materials, along with the overall effectiveness of your advertising to generate leads; and
  5. the conversion rate of your advertising depends on a wide variety of factors which are also outside our control, including economic conditions, demand, pricing (including discount strategies), payment options, brand recognition, ease of follow through with purchase and logistics.

11. Intellectual Property

11.1 Background and third party IPR's

  1. Nothing in this Agreement transfers IPR’s belonging to a party that were created prior to the parties entering this Agreement. 
  2. You acknowledge and agree that we are not required to provide you with any Project Materials (including source materials or templates and processes used by us in the delivery of the Services).
  3. You acknowledge that the Advertising Materials may comprise third party IPR’s which we will procure or obtain a right or licence for you to use for the purpose of enjoying the benefit of the Services, but which may not be assigned to you under clause 11.2(c). 
  4. We will only incorporate third party IPRs in the Advertising Material where the limitations and conditions relating to use will not interfere with your anticipated use of the Advertising Materials.
  5. You must ensure that we are permitted to use any third-party information or IPR’s that you provide to us for use in the provision of our Services and the creation of Advertising Materials.
  6. We will provide you with notice where use of any Advertising Materials are subject to third party ownership, conditions or limitations that you were not aware of.

11.2 Intellectual property rights

Unless otherwise specified in the Proposal:
  1. you grant us a licence to use the Client Material for the purpose of us providing the Services under this Agreement, including the right to use, reproduce, modify and create derivative works of the Client Material for that purpose;
  2. subject to clause 11.1 , we own all IPR’s in the Project Materials that are not Advertising Materials;
  3. we grant you a royalty free, irrevocable, transferable, sub-licensable, world-wide licence to use the Project Materials for the limited purposes of receiving the Services and utilising and enjoying the benefit of the Advertising Materials;
  4. we assign all right, title and interest in our IPR’s in the Advertising Materials to you, free from encumbrances, from the date payment of all amounts due under this Agreement are received; and
  5. nothing in these Terms prohibits us from using or licensing to third parties our IPR’s in the Project Materials.

11.3 Moral Rights

Where we have assigned our IPR’s in the Advertising Materials and the Advertising Materials were:
  1. created by us, we irrevocably and genuinely consent, as the author of the works, to any acts or omissions of any person, including you, in connection with the works after the assignment, which might otherwise infringe our moral rights; or
  2. created by a third party, we will obtain and provide to you irrevocably and genuinely given consents from the authors of the works in the same terms as required under sub-clause 9.4(b)(i).

12. Fees, charges and payments

12.1 Service Fees

As consideration for our delivery of the Services, you agree to pay us the Service Fees in the amount and manner as specified in our Proposal.

12.2 Initial commencement fee

  1. We may require you to make payment of a deposit before we commence work.
  2. The deposit will be applied by us to Services rendered, following the issue of our invoice/s to you.

12.3 Hourly Rates

Services we provide on a time basis, or work required outside of the scope set out in our Proposal, will be charged in accordance with our hourly charge out rates as specified in our Proposal. 

12.4 Fixed fee

Services we provide on a fixed fee basis will be provided strictly in accordance with the scope detailed in our Proposal as reasonably determined by us in our sole discretion.

12.5 Additional Work

Any additional work that has not been specifically quoted will be charged in accordance with sub-clause 12.3. Subject to a varied proposal being agreed to under clause 3, additional work that is considered by us to be new work (i.e. does not relate to the original scope) will, unless we otherwise agree,  amount to a minimum charge of 1 hour.

12.6 Expenses

  1. Any costs and reasonable out-of-pocket expenses which are necessary to provide our Services (Expenses) will be paid or reimbursed (as the case may be) by you where we have received prior written approval from you regarding the incurring of the Expense.
  2. Where approved Expenses under 12.6(a) are related to advertising, you will make payment either:
    1. directly to the relevant Ad Network; or
    2. in advance to us.

12.7 Invoicing

  1. We will invoice you for the Service Fees and Expenses in accordance with our Proposal or where unspecified, in advance at the beginning of each calendar month that we provide the Services, with 7 day payment terms.

12.8 Payment

  1. You must pay us all amounts outlined in our invoice in the manner reasonably nominated without set-off, counter-claim, holding or deduction.
  2. Subject to clause 12.9, if you fail to pay any of our fees in accordance with sub-clause (a), we may:
    1. charge you for all costs and expenses incurred by us in recovering our outstanding fees from you;
    2. charge you compound interest at a rate of 10% per annum on the overdue amount which will begin accruing on the first day that payment is overdue; and
    3. immediately suspend the provision of any and all Services to you until payment is received by us.

12.9 Disputed Fee

  1. If you dispute the whole or any portion of the amount claimed in an invoice, you must pay the portion of the invoice which is not in dispute (in accordance with sub-clause 12.8) and provide notice to us within 7 days of receipt of the invoice your reasons for dispute (Invoice Notice). The undisputed portion of the invoice will be re-issued as a new invoice.
  2. Upon receipt of your Invoice Notice, we will within a reasonable time provide you with evidence substantiating the Service Fees and Expenses and addressing your reasons of dispute.
  3. If the dispute cannot be resolved within 7 days of our substantiation under sub-clause (b), the dispute must be referred to the dispute resolution procedure in clause 14.

12.10 GST

    1. Unless otherwise expressly stated in our Proposal or these Terms, all amounts payable to us under this Agreement are exclusive of GST.
    2. If GST is imposed on any supply made under or in accordance with this engagement and GST has not been accounted for in determining the consideration payable for the supply, then we may recover from you an amount on account of GST.  That amount is equal to the value of the supply calculated in accordance with the A New Tax System (Goods and services Tax) Act 1999 (Cth) multiplied by the prevailing GST rate.

 

13. Confidentiality, privacy and data security

13.1 Recipient must keep Confidential Information confidential

Each party must:
  1. keep confidential all Confidential Information;
  2. only use Confidential Information for the purpose of providing or receiving (as the case may be) the Services; and
  3. procure that its Personnel comply with sub-clauses (a) and (b).

13.2 Disclosure Exceptions

The obligations in sub-clause 13.1 do not apply:
  1. to the extent necessary to enable a party to make any disclosure required by law;
  2. to the extent necessary to enable a party to perform its obligations under this Agreement; 
  3. where disclosure is required for any quality assurance or insurance purposes;
  4. to the extent necessary to receive professional (legal or financial) advice;
  5. to any disclosure agreed in writing between the parties; or
  6. in respect of any portion of the Confidential Information which has entered the public domain other than as a result of a breach of this Agreement.

13.3 Publicity

  1. You agree and provide us with a licence enabling us to, following the provision of reasonable notice to you, publish your branding and any case studies setting out the success you enjoyed from our Services on our website or other advertising medium, representing you as our client and the services we offer for the purposes of advancing our own publicity, provided we comply with the confidentiality obligations contained in sub clauses 13.1 and 13.2.
  2. You may rescind our right to publish the information in sub-clause (a) at any time upon providing notice to us.
 

13.4 Privacy

We will
  1. comply with the Privacy Act 1988 (Cth) and any other applicable privacy laws; and
  2. not do any act, engage in any practice, or omit to do any act or engage in any practice that would cause you to breach any Australian privacy law.
 

13.5 Data security requirements

If we deal with any of the Client Material, we must:
  1. comply with those policies relating to data security you have provided to us along with any reasonable requirements you make from time to time;
  2. treat your Client Material as Confidential Information;
  3. take reasonable steps to restore any Client Material that is lost, destroyed, corrupted or altered by us in connection with the provision of the Services;
  4. comply with any reasonable direction from you with respect to remedying or addressing any loss or unauthorised use or access to your Client Material;
  5. inform and co-operate with you in the event of any risk regarding the security of your Client Material; and
  6. comply with any reasonable additional data security requirements set out in the Proposal.

14. Disputes

  1. If a dispute (Dispute) arises between the parties to this Agreement which they cannot resolve, then the party claiming that a Dispute has arisen must deliver to the other parties a notice containing particulars of the Dispute (Dispute Notice).
  2. During the period of 10 business days after delivery of the Dispute Notice, or any longer period agreed in writing by the parties to the Dispute (Initial Period), the parties must meet in good faith in an attempt to resolve the Dispute.
  3. If the parties cannot resolve the Dispute within the Initial Period then unless they all agree otherwise, they must appoint a mediator to mediate the Dispute in accordance with the rules of the Resolution Institute. The parties must participate in the mediation in good faith.
  4. The mediator must be agreed on by the parties within 10 business days after the Dispute Notice is given to the parties and if they cannot agree within that time the mediator will be nominated by the president of the Resolution Institute.
  5. The mediation concludes when:
    1. all the parties agree in writing on a resolution of the Dispute; or
    2. a party, not earlier than 20 business days after appointment of the mediator, has given 5 business days’ notice to the other parties and to the mediator, terminating the mediation, and that 5 business days has expired without all the parties agreeing in writing on a resolution of the issue.

15. Insurance

For the duration of the term (as set out clause 16.1), we must maintain:
  1. cyber liability insurance with cover of $1 m;
  2. professional indemnity insurance with cover of $2 m; and
  3. management liability insurance with cover of $3 m,
and will promptly provide a certificate of currency or PDS relating to any of these policies upon your request.

16. Limitation of liability

  1. Subject to (b) and (c), unless otherwise required by Law, our liability for any Loss arising from any breach of this Agreement or any issue with the Services or Advertising Materials we have provided, in contract, tort or equity are limited to the greater of:
    1. the amount paid or due to be paid under this Agreement in a 12 month period for our Services (excluding Expenses); and
    2. the amount paid out under an insurance policy we hold (less any excess).
  2. We will not be liable for Loss you suffer as a consequence of the suspension of our Services pursuant to clause 12.8(b)(iii).
  3. To the maximum extent permitted by Law, we will not be liable for any Consequential Loss incurred by you or any other person whether directly or indirectly related to our engagement under this Agreement.
  4. Liability for breach of a guarantee conferred by the Australian Consumer Law (other than those conferred by ss 51 to 53 of the Australian Consumer Law) is limited (at our election) to us providing the Services again or the cost of having the Services supplied again.
  5. We will not be liable for any part of our Services or Advertising Materials that are conditional upon Assumptions where further information or events result in those Assumptions being incorrect

17. Disclaimer

  1. Further to clause 10 above, you acknowledge and agree that, despite our compliance with clause 5.1(a), we make no representations or guarantees that the Advertising Materials will not appear alongside material which is pornographic, obscene, illegal or otherwise contains computer viruses, nudity, tobacco products or anything which might be considered immoral (Adverse Positioning).
  2. If you become aware of any Adverse Positioning of the Advertising Materials, let us know and we will make immediate efforts to identify and address the issue where possible.
  3. You acknowledge and agree that:
    1. our historical successes are not necessarily representative of our future outcomes; and 
    2. we do not make any representations or guarantees in respect of the outcomes or results you are likely to achieve from our Services.

18. Indemnity

18.1 Mutual indemnity

Each party agrees to indemnify the other against any Loss that may be incurred by us arising from or in connection with:
  1. a material breach or default of this Agreement by a party or a person they are responsible for;
  2. a negligent act or omission of a party or a person they are responsible for;
  3. a failure by a party to comply with any Law; 
  4. any Claim made against a party by any third party in connection with the information, material or documents provided to it by the other party.

18.2 Limitation

To the extent that any Claim or Loss occurs as a result of any negligent act or omission caused by the other party, or the other party’s failure to comply with the material obligations of this Agreement, a party’s liability under clause 18.1 or 18.2 will be proportionately reduced.

 
 

19. Term and termination

19.1 Duration of Agreement

  1. This Agreement commences on the date of your acceptance under clause 1 and continues for the Initial Term, or on the date specifically outlined in your agreement with us.
  2. Upon expiry of the Initial 3 month Term, this Agreement will automatically renew on a month by month basis, unless terminated in accordance with clause 19.2. 

19.2 Termination

  1. We may terminate this Agreement at any time by giving you 30 days’ written notice.
  2. During the Initial Term, you may terminate this Agreement at the end of the Initial Term by providing at least 30 days notice before the expiration of the Initial Term.
  3. During any Further Term, you may terminate this Agreement at any time by providing at least 30 days notice. 
  4. If you terminate this Agreement under clause 19.2(c), you agree that:
    1. we will issue an invoice to you to cover your subscription up until 30 days after you have provided written notice to us.  We will also invoice for any Expenses not yet invoiced up until the time of termination (Final Invoice); and
    2. we may apply any funds we are holding against any outstanding amount of the Final Invoice, subject to clause 12.9

19.3 Termination for breach

  1. If either party breaches any of these Terms and such a breach is capable of rectification, the other party must give the defaulting party notice requesting that the breach be rectified within 5 business days (Breach Notice).
  2. If a breach has not been rectified within 5 business days of the giving of a Breach Notice, the party giving the Breach Notice may terminate this Agreement immediately by notice in writing to the other.
  3. If any party breaches a material term and the breach is not capable of rectification, the other party may terminate this engagement immediately by notice in writing to the party in breach

19.4 Consequences of termination

  1. Following termination you must:
    1. promptly pay all Expenses and all outstanding Service Fees in accordance with clause 12.8 that are not subject to dispute under clause 12.9; and
    2. return or delete all of our Confidential Information that has been provided to you during the provision of our Services.
  2. Following termination we must:
    1. refund you the balance of any money that you have paid in advance, once we have set-off all of our outstanding Service Fees and Expenses;
    2. return or delete all of your Confidential Information that has been provided during the provision of our Services, except for one copy where required for quality assurance or insurance purposes; and
    3. no longer access any of your Accounts unless otherwise authorised by you in writing.

20. Notices

Any notice given under or in connection with this engagement:
  1. must be in legible writing and in English;
  2. must be addressed to a party’s contact address as shown on the Proposal or as otherwise notified by a party to the other party from time to time;
  3. must be:
    1. delivered to that party’s address;
    2. sent by pre-paid mail to that party’s address; or
    3. sent by email to that party’s email address; and
  4. will be deemed to be received by the addressee:
    1. if delivered by hand, at the time of delivery;
    2. if sent by post, on the third business day after the day on which it is posted, the first business day being the day of posting; or
    3. if sent by email, at the time that would be the time of receipt under the Electronic Transactions Act 1999 (Cth).

21. Acknowledgement

You acknowledge that:
  1. you have read, understood and have agreed to be bound by these Terms and the Agreement;
  2. you have received and will retain your own copies of these Terms and our Proposal; 
  3. you have been informed by us that you should seek independent advice in relation to these Terms prior to accepting offer of Services; and 
  4. by entering into this Agreement under clause 1, you agree that you either:
    1. obtained legal advice in relation to this Agreement; or
    2. were afforded ample opportunity to obtain advice but declined.
  5. Any person that accepts this Agreement on your behalf, represents and warrants to us that they are duly authorised by you to accept this Agreement on your behalf and their acceptance on your behalf is effective to legally bind you to this Agreement. 

22. General Matters

22.1 Interpretation

In interpreting this document:
  1. headings are for convenience only and will not affect interpretation of this Agreement;
  2. words in the singular include the plural and words in the plural include singular, according to the requirements of the context;
  3. a reference to legislation or other law includes delegated legislation and consolidations, amendments, re-enactments or replacements of any of them;
  4. a reference to any of the words “include”, “includes” and “including” is read as if followed by the words “without limitation”; and
  5. terms used that are defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) or the Corporations Act 2001 have the meaning given in that Act, unless the context otherwise requires.

22.2 Non-soliciation

During the Term of this Agreement and for a period of 12 months after its expiration, neither party will solicit, interfere with or endeavour to entice away any employees or customers of the other party or counsel, procure or assist any person to do those things.

22.3 Survival and essential terms

  1. Clauses 9, 11.2, 13, 14, 15, 17, 19.4, 22.5 and 22.10and are taken to survive this Agreement.
  2. Clauses 5, 11 and 13 are essential terms of this Agreement.

22.4 Amendments

Any amendments to these Terms must be made in writing or if agreed verbally between us, must be confirmed in writing within a reasonable time after such verbal agreement.

22.5 Assignment

  1. Subject to clause 22.5(b), a party cannot assign, novate or otherwise transfer any of its rights or obligations under these Terms without the prior written consent of the other party.
  2. You agree that if we merge or amalgamate with another entity or otherwise sell or dispose of our business, we may assign or novate this Agreement, including all materials, personal information, confidential information and ideas supplied by you, to that other entity, provided that entity agrees to be bound by the stipulations in this Agreement or to stipulations equivalent in effect.

22.6 Further assurances

Each party must promptly do all further acts and execute and deliver all further documentation reasonably requested by the other party to give effect to the contemplations of this Agreement.

 

22.7 Consents

Unless these Terms expressly state otherwise, a party may in its absolute discretion, give conditionally or unconditionally or withhold, any consent under these Terms. To be effective any consent under these Terms must be in writing.

 

22.8 Force Majeure

A party will not be liable for any failure or delay in the performance of its obligations under the Agreement to the extent that such failure or delay:
  1. is caused by a circumstance not within the reasonable control of the party; and 
  2. could not have been reasonably avoided, prevented or circumvented by the party.

22.9 Waiver

The non-exercise of or delay in exercising a right of a party will not operate as a waiver of that right, nor does a single exercise of a right preclude another exercise of it or the exercise of other rights. A right may only be waived by notice signed by the party to be bound by the waiver.

 

These Services Agreement and Terms and Conditions apply to the provision of services and products by Springboard Digital (ACN 634 185 381) (Springboard, we, us, our), to you as a user and customer of our services and products (you, your) and together referred to as the parties under this Agreement.

Your Agreement with us consists of:

  1. Master Services Agreement – General Terms and Conditions; and
  2. Marketing Work Order – Specific Terms and Conditions of our Services and Products

The documents listed above supersede all prior agreements between the parties and constitutes the entire Agreement between the parties and contains all of the representations, warranties, covenants and agreements of the parties in relation to their subject matter.

We may change the terms of your Agreement by giving you notice of the change (either in writing or via email) and/or posting new online terms on our website. If you continue to engage us for services after that notice period, it will be assumed that you have agreed to the change.

The period of notice depends on the Service provided to you and the extent of the change. If:

  1. The change is beneficial to you or has a neutral impact on you, or is required to preserve or safeguard the security or integrity of our systems, we may make the change effective immediately and without notice;
  2. The change is required to comply with any law or regulation, we will provide a reasonable period of notice;
  3. For all other changes, including price changes, we will provide you with at least 30 days’ notice.

MASTER SERVICES AGREEMENT

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Agreement:

(a) Agreement means the agreement between the parties, consisting of the Master Services Agreement and Work Order.

(b) Business Day means a day (other than a Saturday or Sunday) upon which banks are ordinarily open for business in Brisbane, Queensland, Australia.

(c) Business Hours means 8.30 am to 5.30 pm in Brisbane (AEST) on any Business Day.

(d) Claim means any claim notice, demand, investigation, action, proceeding, litigation, or judgment however arising, whether present, unascertained, immediate, future or contingent, whether based in contract, tort (including negligence) or statute and whether involving a party to this Agreement or third party.

(e) Client Materials means any data, materials, and Intellectual Property that you must provide to us in order for us to provide the Services, and includes any materials we request from you from time to time.

(f) Confidential Information means all spoken, written or electronically stored information belonging to or relating to either party and includes without limitation:

(i) any kind of technical, financial or business information;

(ii) details of employees, contractors, suppliers, or customers;

(iii) material developed under this Agreement,

but excludes information in the public domain (other than by default under this Agreement) or information independently known to the other party.

(g) Consequential Loss includes, without limitation:

(i) data loss;

(ii) loss of opportunity, loss of anticipated profits or savings, expenses incurred through default or breach, wasted overheads, loss of contract, loss of business, loss of production, loss of use, loss of goodwill, and all other pure economic loss; and

(iii) disappointment, distress, stress, and inconvenience.

(h) Deliverable means material developed by us under this Agreement.

(i) Fees means the total fees for any Products or Services purchased by you, as set out in the applicable Work Order.

(j) Force Majeure Event means an unforeseen event beyond the control of the affected party, including an act of God, war, terrorism, pandemic, riot, vandalism, hacking, industrial action, or law or actions of any government or governmental agency.

(k) Indemnified Officers means, in relation to a party, its directors, employees, contractors, agents and representatives.

(l) Insolvency Event in relation to a party means any of the following:

(i) the party enters into a scheme of arrangement with its creditors;

(ii) the party is wound up or dissolved, or an administrator, liquidator or receiver is appointed; or

(iii) the party is placed under official management, commits an act of bankruptcy or is charged with a criminal offence.

(m) Intellectual Property means all intellectual property rights, including copyright, inventions, patents (including patent applications), trade marks (whether registered or not), designs (whether registrable or not), domain name licences, know-how, trade secrets, and includes the right to register any intellectual property rights.

(n) Liability means any liability (whether actual or prospective), loss, damage, cost or expense of any description, including legal fees on a solicitor and own client basis.

(o) Notice of Default means a Written Notice that specifies the other party’s default and gives a reasonable deadline of at least 5 Business Days by which the default must be remedied

(p) Out-of-Scope Services means all services outside the Scope of Services of a Work Order.

(q) Product means any digital or physical goods, such as a website Landing Page, or digital features accessible in a website behind a login or downloadable goods.

(r) Product Fees means any goods supplied or manufactured by a third party, such as images or software, that you request, order or purchase under this Agreement or a relevant Work Order.

(s) Restraint Period means the duration of this Agreement and the longest enforceable period following termination of:

(i) 6 months;

(ii) 3 months; or

(iii) 1 month.

(t) Services means services that you request, order or purchase, the specific terms and conditions of which are detailed in the Work Order.

(u) Work Order means the specific terms and details of products and services.

(v) Written Notice means providing information in writing, including by email.

2. TERM AND OPERATION OF WORK ORDERS

2.1 Application

This Agreement is binding on you from the earlier of:

(a) the date on which you accept these terms and conditions via the website;

(b) the date on which you sign these terms and conditions; or

(c) the date you, having received a copy of these terms, instruct us to commence any Services or purchase any Product,

and applies to all Services we undertake for you.

2.2 Term

This Master Services Agreement will continue indefinitely until terminated under the terms of this Agreement.

3. WORK ORDERS

3.1 Operation of Work Orders

(a) The work order terms govern our relationship with you in relation to any and all Services we provide to you.

(b) The parties may add or remove Services under Work Orders from time to time.

(c) Each Work Order is subject to the terms of this Master Services Agreement.

4. SERVICES

4.1 Services

We will provide the Services as agreed subject to this Master Services Agreement and Work Order

4.2 Hours of operation

Our personnel are available during Business Hours on Business Days.  Services requiring personnel involvement will be carried out during these hours.

4.3 Service limitations

We will use reasonable efforts in providing the Services, however other than as set out in this Agreement, to the fullest extent permitted at law:

(a) we do not warrant or guarantee any Services are uninterrupted or error free;

(b) we do not take any responsibility for faults, delays, or interruptions to the Services caused by:

(i) misuse or user error;

(ii) your software or equipment;

(iii) the delays, action, or inaction of any third party;

(iv) the delays, action, operation, inaction, or failure of any third party service, software, or equipment;

(v) the delay in any content provided or required to be provided by you; or

(vi) any Force Majeure Event;

(c) we do not warrant or guarantee the Deliverables for any fitness of purpose, performance, or compatibility other than as set out in the relevant Work Order; and

(d) we do not warrant or guarantee that use of the Deliverables will bring you into compliance with any particular legislation or Standard.

4.4 Third party service providers

(a) You agree and acknowledge that:

(i) Search engine providers, advertising platforms, and social media platforms change their layouts, algorithms, business practices and policies on a regular basis, usually without prior notice;

(ii) Search engine providers exercise a wide discretion to remove items from search results for breach of a policy, or as a result of a complaint, take down notice, legal action, or at the request of a government authority;

(iii) Third party software such as browsers or other apps which people use to access search engines may update from time to time, affecting the way in which search results may be displayed to users;

and these factors, which are outside of our control, may affect the performance of your digital marketing efforts managed by us.

(b) In addition, the number of leads generated and the conversion rate in connection to any promotion or marketing campaign depend on a wide variety of factors which are also outside of our control, such as economic conditions, demand, pricing, brand recognition, ease of purchase, website speed, website usability, competitor tactics and logistics.

(c) While we exercise best practices in undertaking the Services, we cannot guarantee that you will obtain any specific search engine ranking, click-through rate, conversion rate, enquiries or sales revenue as a result of the Services.

4.5 Out-of-Scope Services

We may at our discretion, upon request by you, provide Out-of-Scope Services at an hourly rate, as agreed with you.

4.6 Changes to Services 

Advertising platform and hardware (computers, laptops, tablets, smartphones, etc) technology is constantly evolving and we may make minor adjustments to the Services to allow for changes in technology.  However, we will give you reasonable notice of any changes.

4.7 Right to sub-contract

We may appoint employees or agents to provide all or part of the Services; and such entities are bound by the same obligations as us.  It is our responsibility to ensure such entities comply with this Agreement.

5. YOUR RIGHTS AND OBLIGATIONS

5.1 Instructions, Equipment and materials

(a) You must supply any agreed Client Materials in a timely manner.

(b) You must supply clear instructions regarding the scope and specifications of the Services, and respond to any questions about the scope and specifications of the Services promptly and clearly.

(c) You must respond in a timely manner if we bring an issue to your attention in relation to your software, equipment, data or network that may affect the operation of the Deliverables or our ability to provide the Services.

5.2 Warranties

(a) You warrant and undertake that:

(i) you and your representatives have all necessary licences and legal right(s) to permit and authorise us to provide the Services and to use the Client Materials.

(ii) providing the Services in accordance with your directions will not contravene applicable laws, including copyright, privacy, spam and consumer protection laws.

(b) You must provide adequate assurances of these warranties, including providing copies of any licences upon request.

5.3 Nominated representative

You agree upon our request to nominate a key representative to liaise with us and who has the authority to make decisions and give us instruction on your behalf in relation to the Services.

5.4 Client responsibilities

Unless expressly set out in a Work Order we are not responsible for:

(a) any sales or business outcomes from your use of the Services;

(b) any third party software or services, including any that integrate with the Deliverables;

(c) importing data or otherwise implementing the Deliverables;

(d) training your staff or users in how to use the Deliverables;

(e) ongoing support, maintenance or hosting of the Deliverables; or

(f) providing any backup, disaster recovery and business continuity practices, including backup of the Deliverables (to avoid doubt, you may make such limited copies of the Deliverables as necessary for your prudent business continuity and backup purposes).

6. PAYMENTS

6.1 Payments

(a) Payments are to be made as specified under each Work Order.

(b) In addition to any fees specified in each Work Order, we will issue invoices separately for the following fees where applicable under each Work Order:

(i) any setup fees and product fees (if any);

(ii) any fees for Out of Scope Services requested and performed;

(iii) if you have requested services that attract a surcharge, such as after hours services or onsite visits, or onsite visits other than those included in your Work Order;

6.2 Further payment provisions

(a) Unless otherwise stated, each tax invoice is payable on the date of issue for direct debit and 7 days from the date of a tax invoice issued for payment via bank transfer;

(b) All fees are in Australian dollars, inclusive of GST.  If any GST is imposed on a supply under this Agreement, you must pay the GST amount with and in addition to the Fees.

6.3 Fee disputes

(a) If you reasonably believe that an invoice contains an error, and you wish to dispute an invoice, you must notify us before the due date and pay the undisputed portion of the invoice.

(b) Provided you have complied with clause 6.3(a), we will not suspend or terminate any Services for non-payment of the disputed fees while the dispute is being investigated.

(c) Our records are prima facie evidence of fees owing and paid.

6.4 Default in payment

(a) If you fail to pay any invoice by the due date, then without prejudice to our other rights or remedies, until payment is made in full (including for any accrued interest), we reserve the following rights:

(i) to immediately suspend work of any or all Services under any Work Order, and provide you with written Notice of Default; and

(ii) to retain a lien over all equipment, materials, data and work in progress, including those owned by you in our possession and control.

(b) We reserve the right to charge an administration levy of up to $180 plus GST to any invoice which is more than 30 days overdue.

(c) If any of our invoices to you is more than 60 days overdue, then we may:

(i) refer your debt to a debt collector or start an action with the Queensland Civil and Administrative Tribunal; and

(ii) disclose your details to credit reporting agencies, which may affect your credit rating.

(d) You are liable by way of liquidated damages for all amounts payable under this clause plus all costs of debt collection and enforcement, including legal fees on a solicitor and own client basis.

7. CONFIDENTIALITY

(a) Each party agrees not to use or disclose Confidential Information of the other party and any of that party’s clients, directors, employees, contractors or agents, except strictly to the extent necessary to:

(i) carry out its obligations under this Agreement;

(ii) comply with any law, government authority directive or court order;

(iii) comply with the listing rules of any stock exchange; or

(iv) obtain professional advice where the advisors agree to be bound by the same obligation of confidentiality.

(b) At the request of a party, the other party must return or destroy all Confidential Information in its possession or control.

8. INTELLECTUAL PROPERTY

8.1 Client Materials

(a) You (or where applicable, any third party owner) retain ownership of all relevant Intellectual Property rights in the Client Materials and such rights are not assigned or transferred to us.

(b) You grant us (and our employees, contractors and agents, as applicable) a royalty-free licence to use, copy, modify and adapt any Intellectual Property in the Client Materials as reasonably necessary to provide the Services.

8.2 Our Pre-existing IP

We retain ownership of all relevant Intellectual Property rights in materials we have developed independently of this Agreement, even if they form part of the Deliverables.

8.3 Third Party Materials

We may incorporate third party materials as necessary to provide the Services or Deliverables.  You agree that your use of such third party materials may be subject to creative commons or open source licensing terms, or third party licensing terms.

8.4 Ownership of Intellectual Property

The parties agree that all Intellectual Property rights in the Deliverables and any other material developed by us under this Agreement (including any improvements, modifications or enhancements we make) will vest in and are owned by us upon creation, even if based on your instructions.

8.5 Licence

(a) Upon receipt of full payment for the Services, we grant you a perpetual, non-exclusive, royalty-free licence to use our Intellectual Property to the extent that it is incorporated as part of the Deliverables under this Agreement.

(b) The licence granted under clause 8.5(a):

(i) includes the right to use, modify, adapt and use the Deliverables for commercial purposes, subject to any licence limitations set out in the relevant Work Order; and

(ii) may not be sub-licensed except as reasonably necessary for you to exercise your rights under clause 8.5(b)(i).

(c) Without limiting your rights at law, and subject to any conflicting rights granted by this Agreement, you must not, without our written consent:

(i) sell, sublicense, rent, lease, lend, modify, alter, translate, reproduce, transmit, distribute, publish, adapt, or edit any part of the Deliverables; or

(ii) use the Deliverables in any way which is unlawful or not in accordance with the specifications and this Agreement.

(d) Unless otherwise agreed, each party retains ownership of all material owned or created by that party independently of this Agreement, and no Intellectual Property is assigned or transferred by way of this Agreement.

8.6 Publicity Rights

You grant us the permission to publish general case studies describing your use of our services for promotional purposes, and to display, link to, or promote your business as part of our portfolio. You may revoke this permission by 30 days’ Written Notice at any time.

9. INDEMNITY AND LIMITATION OF LIABILITY

9.1 Responsibility for own actions

Each party agrees to release and hold harmless, indemnify and defend the other party and its Indemnified Officers against any Claim or Liability from or in relation to:

(a) its own negligence or malpractice, or reckless or intentional misconduct, and

(b) its own failure to perform its obligations and responsibilities under this Agreement.

9.2 Client indemnity

(a) You agree to release, indemnify, defend, and hold harmless us and our Indemnified Officers against any Claim or Liability arising from or in relation to:

(i) your misuse of the Deliverables;

(ii) any acts or omissions of anyone whom you allow to use your login and password to access any third party advertising platforms, whether deliberately or otherwise;

(iii) any loss or damage to persons or property (including data) caused by the Client Materials;

(iv) your breach of any law or infringement of any third party rights;

(v) if your instructions to us cause us to be in breach of any law or infringement of any third party rights;

(vi) actions taken in relation to this Agreement in accordance with our obligations at law or any order issued by a court of law or relevant government authority; and

(vii) any breach of your warranties under this Agreement.

(b) You agree to release and hold harmless us and our Indemnified Officers against any Claim or Liability arising from or in relation to:

(i) any downtime or interruption;

(ii) data loss;

(iii) third party or open source materials or software incorporated in any Deliverable;

(iv) any loss or damage to persons or property (including data) caused by your acts or omissions, including use of the Services or Deliverables;

(v) our reasonable actions in denying anyone access to the Deliverables or Services;

(vi) any cause independent of human control that occurred after the Services were supplied or Deliverables delivered, whether directly or indirectly arising in connection with the Deliverables or Services, even if we knew or should have known about the possibility of such Claim or Liability.

(c) You indemnify us for any reasonable legal expenses we incur as a result of your breach of this Agreement, including expenses for enforcing payment, on a solicitor and own-client basis.

9.3 Limitation of Liability

(a) We only accept liability to you as set out in this clause, or as required by consumer or other laws that cannot be excluded by contract.

(b) To the fullest extent allowable at law:

(i) indirect, special, pure economic or Consequential Loss (whether arising under contract or tort) are expressly excluded under this Agreement;

(ii) all Services are provided under this Agreement on an ‘as is’ basis and all warranties that may be implied by law or statute (other than those set out in this Agreement) are excluded;

(iii) our liability, and liability of our Indemnified Officers under this Agreement is limited to (at our election), in relation to Services:

(A) supplying the Services again; or

(B) payment of the cost of having the Services supplied again; or

(C) a refund of the amount you paid us for those Services; or

(iv) our liability, and liability of our Indemnified Officers under this Agreement is limited to (at our election), in relation to Product:

(A) supplying the Product again; or

(B) payment of the cost of having the Product supplied again; or

(C) repairing the Product; or

(D) payment of the cost of having the Product repaired; or

(E) a refund of the amount you paid us for the Product; and

(v) despite any other provision to the contrary, our total liability and the total liability of our Indemnified Officers in connection with this Agreement whether under contract or tort, will not in any circumstances exceed the maximum value equal to the total fees received by us from you under the Work Order under which the liability arose.

10. SUSPENSION AND FORCE MAJEURE

10.1 Your Default and Suspension

(a) We may suspend our Services under any or all Work Orders at any time and give you a Notice of Default if:

(i) you fail to make any payment when due, or any payment is dishonoured or subject to chargeback, subject to clause 6;

(ii) you fail to provide clear and timely instructions; or

(iii) you fail to provide necessary Client Materials.

(b) Suspension of Services under this clause does not affect your liability to make payment, and will immediately end when the issue giving rise to the suspension is remedied.

10.2 Force Majeure

If a party is affected by a Force Majeure Event, they must immediately notify the other party of the circumstances. The parties’ obligations under this Agreement are suspended for the duration of and to the extent that they are affected by the Force Majeure. However, either party may end this Agreement if the Force Majeure continues for more than 7 days.

11. TERMINATION

11.1 Termination for default

(a) Either party may end this Agreement immediately by Written Notice if the other party:

(i) fails to remedy a Notice of Default; or

(ii) experiences an Insolvency Event; or

(iii) is guilty of dishonesty, serious misconduct or serious neglect of duty.

11.2 Termination without default

(a) Either party may end this Agreement at any time by giving the other party 30 days Written Notice,

(b) The termination date will be the date the service or product period, paid for in advance, expires.

(b) For the removal of doubt, notice of termination of the Agreement under this clause 11.2 constitutes a notice under clause 3.1 to:

(i) end the Work Order and all Services under the Work Order at the end of any service or product period

11.3 Consequences of Termination 

(a) If this Agreement ends for any reason, then in addition to any other rights we may have:

(i) you must pay all of our outstanding invoices whether or not due; and

(iii) we retain a lien over all data until all outstanding invoices have been paid in full, including any invoice issued under clause 11.3(a)(i).

(b) A party not in default may pursue any other rights or remedies available at law against a defaulting party, subject to clause13.

12. NON-SOLICITATION

(a) You must not solicit, entice, hire or interfere with any of our employees or contractors, either directly or through an intermediary entity or entities.

(b) If you breach this clause, you must pay us an amount equal to 50% of the employee’s or contractor’s current annual remuneration package.  The parties agree that this is not a penalty, but represents a reasonable estimate of fair compensation for the costs to us of recruiting, hiring and training a suitable replacement for the employee or contractor.

13. DISPUTE RESOLUTION

13.1 Mediation

(a) If a dispute arises between the parties in relation to this Agreement, either party may give the other party a Written Notice that they intend to arrange mediation.

(b) The parties must refer the dispute to an independent mediator within 21 days of the Written Notice.

(c) If the parties cannot agree on a suitable mediator, either party may contact the Law Society in their state and request that they provide a mediator.

(d) The costs of the mediation must be paid by the parties in equal shares.

13.2 Legal Proceedings

No party may commence court proceedings unless the dispute remains unresolved after 28 days from the date of the Written Notice provided under clause 13.1(a).

14. GENERAL

14.1 Assignment

The parties may only assign or novate this Agreement in whole or in part.  Upon assignment or novation, the parties’ obligations and benefits under this Agreement are binding on and shall benefit their respective representatives, successors and new owners.

14.2 Enduring clauses

The parties’ rights and obligations under clauses 4.3, 5.2, 5.4, 6, 7, 8, 9, 11.3, 12, 13 and 14.4 will survive the termination of this Agreement for whatever reason.

14.3 Relationship between the parties

Nothing in this Agreement constitutes an agency, partnership or contract of employment, and the parties expressly deny any such relationships.

14.4 Jurisdiction

The laws of Queensland, Australia apply to this Agreement and the parties submit exclusively to the courts of that jurisdiction.

14.5 Severability

(a) Nothing in this Agreement excludes, restricts or modifies or has the effect of excluding, restricting or modifying any condition, warranty, guarantee, right or remedy implied by law (including the Competition and Consumer Act 2010 (Cth)) and which by law cannot be excluded, restricted or modified.

(b) If any provision of this Agreement is ruled by a court to be invalid or unenforceable, it shall not affect the validity or enforceability of any other provision or part provision of this Agreement.

14.6 Waiver

Any delay or failure to enforce any rights in relation to a breach by the other party will not be construed as a waiver of those rights.

14.7 Entire Agreement

This Agreement contains the entire agreement between the parties and supersedes all previous negotiations or agreements in relation to the subject matter of this Agreement.

14.8 Variation

Any variation or amendment to this Agreement must be in writing and signed by all parties or, if in the case of email, replied to with clear, unambiguous agreement wording such as: “I agree.”.

END OF MASTER SERVICES AGREEMENT

MARKETING WORK ORDER

1. INTERPRETATION

1.1 Master Services Agreement

This Work Order is subject to the Master Services Agreement. Defined terms used in this Work Order, other than the terms separately defined below, have the meaning set out in the Master Services Agreement unless otherwise required by the context.

2. Definitions

In this Work Order:

(a) Audit means any check we elect to undertake under clause 3.

(b) Consulting means a meeting conducted via email, phone, video conference, or in person subject to clause 5.5.

(c) Fees means the weekly or monthly fees for the Services under this Work Order.

(d) Landing Page product means a 1 page, optimised for conversions webpage, subject to clause 5.6.

(e) PPC (Pay Per Click) service means a variety of pay per click and pay per impression digital marketing on platforms such as, but not limited to, Google and Microsoft Ads search and display, subject to clause 5.3.

(f) Services means services that you request, order, or purchase, from us.

(g) SEO (Search Engine Optimisation) service means a wide variety of Website On-Page and Off-Page optimisation activities aimed at increasing Organic Traffic and Organic Conversions, subject to 5.2.

(h) SMM (Social Media Marketing) service means paid digital marketing, not organic page posting, on social media platforms such as, but not limited to, Facebook & Instagram.

(i) Start Date means the latest of:

(i) the Start Date agreed in writing; or

(ii) the same date the first charge is raised.

(j) Work Order means this Marketing Work Order section of this Agreement.

3. AUDIT

3.1 Audit

Before commencing any Services defined under this Work Order, we reserve the right to conduct an Audit of your website and any platforms or existing services you provide to us, and as much of your systems, data, software and hardware as are relevant to the execution of your Services. If our Audit uncovers any problems which need to be addressed prior to commencing the Services we may by Written Notice to you:

(a) issue an estimate of our additional fees for doing so; or

(b) adjust the scope and Fees applicable to this Work Order.

3.2 Agreeing on changes following Audit

If we provide a Written Notice under clause 3.1 then the parties agree to negotiate in good faith. However, if the parties are unable to reach agreement in relation to any changes to this Work Order following the Audit, then either party may end this Work Order immediately by Written Notice to the other party.

4. SERVICE PERIOD

(a) The initial Service Period commences on the Start Date subject to clauses 2, 3, 5.1(b) and 6.2.

(b) Either party may by Written Notice elect to pause or terminate this Agreement upon expiry of any Service Period by issuing 7 days written notice, subject to clause 11 in the Master Services Agreement and Clause 7.2 in this work order.

(c) If neither party has made an election under clause (b) then this Work Order and chosen services under it automatically renews for a further Service Period on the same terms.

(d) Services are provided monthly, regardless of fees being invoiced or paid in advance, weekly or monthly.

(e) Services are provided monthly, unless otherwise specified as a one off project or other agreement in writing.

5. PROVISION OF SERVICES

5.1 Services

(a) We will provide the Services from the Start Date, subject to the terms of this Agreement.

(b) We may:

(i) amend the Services from time to time where necessary to cater for changes in advertising platform technology, search engine algorithms or social media platforms; or

(ii) despite the Start Date, we may delay starting work if we have not received from you all necessary payments, client materials, login details and passwords required to carry out the Services.

(c) All services may require service periods of review, data collection data analysis, strategy evaluation and planning.

5.2 SEO (Search Engine Optimisation)

SEO is the practice of increasing the quantity and quality of traffic to your website through organic search engine results.

Where the services includes SEO:

(a) SEO Services include a wide variety of disparate tasks, broadly grouped under two main types of SEO actions:

(i) On-Page Optimisation: actions on your website,

(ii) Off-page Optimisation: actions on other websites, or requested by us or you to others, to be taken on other websites.

(b) SEO Strategy is the research and planning of what specific On-page and Off-page actions should be taken, in what order, and when. Strategies and actions are subject to change as Search Engine algorithms change and new SEO actions or tactics are identified.

(c) The SEO Services will be provided broadly in accordance with the SEO Strategy, and we will provide regular (monthly) reports and, where necessary, notify you about adjusting the SEO strategy.

(d) You authorise us to access your Website Content Management System (CMS) and access, or set up, accounts with third party service providers and platforms such as, but not limited to:

(i) Google Analytics

(ii) Google Search Console

(iii) Google My Business

(iv) Google Tag Manager

(v) Online directories, and

(vi) Third party software and websites

(e) you authorise us, as part of the SEO Services and in consultation with you, to make changes to your website content, source code and hosting. You agree that you remain responsible as owner of the website, to ensure that it remains in compliance with any applicable laws;

(f) Unless specifically mentioned in the SEO plan, services do not include Conversion Rate Optimisation.

(g) You agree that we do not guarantee results.

(h) In accordance with the SEO Plan, we may take actions which result in you incurring fees, payable by you. In these instances, we will notify you in writing and seek your approval prior.

(i) You agree that, whilst our SEO team will take care when making changes to your website and provide previews of changes to you in advance where agreed and possible – the nature of websites is that there is always a risk that content may have issues, or changes may results in unintended behaviour from the website. Springboard will do everything that it reasonable can to resolve these issues, in conjunction with your web development team. You agree that Springboard will not be held liable for any damages in this scenario, and this situation will not constitute grounds for any refunds or discounts. If this is an area of concern, please talk to your Client Success Manager about additional steps and processes that can be put in place to help mitigate these risks.

5.3 PPC (Pay-Per-Click, or Google Ads)

Where the services includes PPC:

(a) You remain the administrator and owner of any accounts with third party service providers such as, but not limited to, Google & Microsoft Ads, and will make payments directly to the service providers for advertising spend incurred on those accounts;

(b) You authorise us to access or set up your accounts with the relevant third party service providers and purchase advertising on your behalf.  We will exercise our discretion as to the timing and placement of such advertising, within the limits set out in the PPC Plan and in accordance with any budgetary limits imposed by you.

Note that this may involve us increasing or decreasing spend during certain days and times, therefore the daily limits will be inconsistent over the month. Additionally, based on how the advertising bid process works, we may end up slightly over or under budget in any given month, however we will take all reasonable measures to ensure that the average monthly spend aligns with your budget (e.g. if the budget is slightly overspent in a month, we will try to under spend the following month).

(c) Third party service providers are those where ads can be placed and paid for and for PPC services do not include Social Media platforms.

(d) We do not accept any liability for “disapproved” ads or ads or campaigns stopped by third party service providers. We do not accept any liability for any of your actions with respect to your accounts, including but not limited to breaches relating to intellectual property (copyright, trademarks and patents).

(e) On cancellation or pausing of your PPC services with us, we are not responsible or liable for any fees charged by third party service providers.  Upon cancellation of your PPC services with us, the ability to activate or deactivate your advertising on third party service providers is solely your responsibility, and we do not accept any liability for any charges from the third party service providers.

(f) You agree that we do not guarantee results.

(g) If you pause your advertising within the third party service provider’s platforms and do not notify us to pause or cancel products or services, your ongoing fees will remain payable.

(h) We strongly recommend that you do not make any changes directly to your Ads accounts whilst we are engaged to manage your campaigns. Instead, please request these changes to our team and we will implement on your behalf. You understand that changes made by you may cause unexpected results, including degradation in performance and overspending of monthly budgets.

5.4 SMM (Social Media Marketing)

Where the services includes SMM:

(a) You remain the administrator and owner of any accounts with third party service providers such as, but not limited to, Facebook & Instagram, and will make payments directly to the service providers for advertising spend incurred on those accounts;

(b) You authorise us to access or set up your accounts with the relevant third party service providers and purchase advertising on your behalf.  We will exercise our discretion as to the timing and placement of such advertising, within the limits set out in the SMM Plan and in accordance with any budgetary limits imposed by you

(c) SMM Third party service providers are those Social platforms where ads can be placed and paid for, such as, but not limited to, Facebook & Instagram.

(d) We do not accept any liability for “disapproved” ads or ads or campaigns stopped by third party service providers. We do not accept any liability for any of your actions with respect to your accounts, including but not limited to breaches relating to intellectual property (copyright, trademarks and patents).

(e) On cancellation or pausing of your SMM services with us, we are not responsible or liable for any fees charged by third party service providers.  Upon cancellation of your SMM services with us, the ability to activate or deactivate your advertising on third party service providers is solely your responsibility, and we do not accept any liability for any charges from the third party service providers.

(f) You agree that we do not guarantee results.

(g) If you pause your advertising within the third party service providers platforms and do not notify us to pause or cancel products or services, your ongoing fees will remain payable.

(h) We strongly recommend that you do not make any changes directly to your Social Media Ad accounts whilst we are engaged to manage your campaigns. Instead, please request these changes to our team and we will implement on your behalf. You understand that changes made by you may cause unexpected results, including degradation in performance and overspending of monthly budgets.

5.5 Consulting

Where the services include Consulting:

  1. The meeting time will be scheduled in advance and agreed via a Calendar invitation.
  2. The meeting is to discuss results from digital marketing activity and strategy plans for ongoing marketing activities.
  3. The meeting can be delivered via email, phone, video conference, or in person at our office.
  4. Face to face consulting at your desired location (including our office) may not be possible and is not guaranteed, however an alternative as per 5.5(c), will be offered in place.
  5. The meeting time can also be used for other agenda items, such as, but not limited to:
    1. Education on how services work, those we are engaged to provide and others we are not
    2. Help with your systems, viewing reports, accessing the portal, etc
    3. Advice on DIY digital marketing for any service, whether engaged for that service or not
    4. Business and competition changes that impact the digital marketing strategy

5.6 Landing Page

Where the product chosen includes Landing Page:

  1. The landing page product means a 1 page, optimised for conversions webpage, using Unbounce or similar template technology populated with content supplied by yourself or sourced by us.
  2. Content sourced from image, logo, graphic design, animation libraries, and copywriters that incur fees, will be paid for by you. We will advise of the total cost in writing for you to approve prior to purchase.
  3. Hosting is preferred to be on a subdomain of your existing site but can be on any third party website domain registrar and/or Hosting provider of your choosing, that you pay for or subscribe to.
  4. Domain registration and hosting fees are not included in Landing Page fees
  5. Content updated to your landing page and tracking installation management is managed by us.
  6. If you update or change the content of the landing page without our knowledge it may negatively impact results.
  7. You agree that we do not guarantee results.
  8. If you pause or cancel services, the landing page will be taken down and all digital marketing, sending users to the landing page, will be turned off.
  9. we do not warrant or guarantee the Landing Page will be uninterrupted or error free
  10. we do not take any responsibility for faults, delays, or interruptions to the Services caused by:

(i) misuse or user error;

(ii) your software or equipment;

(iii) the delays, action, or inaction of any third party;

(iv) the delays, action, operation, inaction, or failure of any third party service, software, oequipment;

(v) the delay in any content provided or required to be provided by you; or

(vi) any Force Majeure Event;

5.7 Tracking setup

  1. The Tracking Setup, Check & Optimisation will include gaining access or setting up some or all of the following platforms depending on the services selected:
    1. Google Tag Manager
    2. Google Analytics
    3. Google Search Console
    4. Google Ads Integration
    5. Facebook/Instagram Ads Manager
    6. Facebook/Instagram Pixel
  2. The tracking setup fee is applicable to new clients only
  3. Existing clients, who have already paid for a Tracking Setup and are adding a new service, for the same website, will not be charged
  4. If your website, due to technical or other issues, is not able to have the tracking setup, check & optimisation completed to our satisfaction, the fee will be refunded in full.

5.8 Exclusions

Unless specifically set out in the Schedule or the Appendix, or agreed in writing with you, the Services do not include:

(a) copywriting services;

(b) the costs of any image, logo, animation, video or font licences;

(c) the costs of any third party service provider, such as advertising fees, hosting fees, domain registration fees or software licences.

If you require any such additional services, we may be able to provide them at an Out-of-Scope Rate.

6. PAYMENT

6.1 Fees

You agree to pay:

(a) any Initial Tracking Setup Fees (if applicable) in advance. We will begin the Tracking Setup services when we have received the Fees in cleared funds;

(b) the Weekly/Monthly Fees for services and products in advance;

(c) for any Out-of-Scope Services we have performed at your request, at our Out-of-Scope Rate, paid in advance; and

(d) any specific expenses we have incurred with your prior approval in relation with this agreement.

6.2 Initial Month

Any initial setup fees are paid upfront and recurring weekly/monthly fees for services and products start on the same date as initial setup start date

6.3 Changes to Fees

We may adjust our Fees by 30 days’ Written Notice at any time, other than during the initial month.

7. CHANGES TO SERVICES

7.1 Adjusting the Services

You may request changes to the Services at any time, and if we in our sole discretion regard the changes to be feasible, the parties may agree to adjust the Services (as applicable) and Fees to suit.

7.2 Pausing Services

(a) You may pause some or all services within a Work Order at any time with 7 days notice

(b) The pause date will be the date on which service or product period, paid for in advance, expires (c) If work is paused mid service or product period, the unused service or product period will not be credited or refunded.

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