Terms & Conditions

Engagement

You can engage our services by:

• Signing and returning an agreement to us;
• Providing an authorised purchase order;
• For smaller engagements, written verification will suffice.

If Marketing Together does not notify you otherwise, we will accept your engagement under these terms. The service will start in accordance with the service schedule or when we accept your engagement.

Pricing Structure

If we provide a pricing structure for the service, it:

• Will be based on the specifications, and subject to change if the parties agree to amend them;
• Will not include GST;
• Is valid for 30 days from the date we issue the pricing structure, unless otherwise agreed by Marketing Together.

Payments / Payment Schedules and Minimum Terms

When entering into a monthly agreement for services with Marketing Together, a minimum term will be specified. This will generally be structured with a minimum commitment of 3, 6 or 12 months.

These agreements are minimum agreements and will continue monthly after the minimum commitment unless otherwise agreed. Should you wish to end your ongoing agreement with Marketing Together, it should be provided in writing 30 days prior to the next invoicing date.

Ending your agreement prior to the minimum commitment will incur additional costs. If any offer was enacted requiring minimum terms to be entered into, the full value of the offer will become payable by the client.

At the time of signing your agreement you will be advised of your payment schedule. Failure to make payments within the required schedule may result in cessation of your services until the payment is made.

Service Hours

Services provided Mon-Thursday 8:00 am to 4:00 pm, Friday 8:00 am to 3:00 pm, excluding Public Holidays & Christmas/New Year closure.

Variations & Additional Costs

Changes to the service specifications may result in Variation and additional costs, subject to Marketing Together’s review & written approval from the client. Variations may include new requirements, costs for commercial fonts/photography/audio/video, delays, overtime, and development work.

This also relates to alterations after approval has been given on submitted work, including but not limited to: copy, design, advertising strategy, video editing.

Marketing Together may estimate and invoice for additional costs such as extra workshops, requested design changes, uploading, and additional meetings.

Client Content

Clients must provide all necessary materials & content requested by Marketing Together in a timely manner, in the specified digital format (text: Microsoft Word/Rich Text; tables: Microsoft Excel; images: high-res JPEG/PNG). Delays experienced waiting for client content will result in delays to scheduling of projects and advertising. Marketing Together will not be held responsible for any delays experienced through these client delays.

Stock Imagery, Fonts, Photography, Audio or Video Purchases

The fees don’t cover searches or purchases of stock images, commercial fonts, photography, audio or video, unless specified in the pricing structure. We do have a range of stock imagery available for our clients through certain providers, in these cases, Marketing Together will remain the licence holder. Should you require any of these items that are not available on our current platforms, you or Marketing Together can buy them on your behalf. You agree to indemnify Marketing Together against any losses due to license breaches. Ownership of finished photography, audio, or video transfers to you upon payment, but Marketing Together retains ownership of working files.

Approval & Implementation Required

You may need to approve and implement items such as the service brief, keyword recommendations, local/on-page SEO reports, ad text, targeting, and creative, design concepts, updated versions, conversion tracking code, landing page/website development, completed design, and any other items requested by Marketing Together.

When presented with an item, notify Marketing Together in writing if you accept or reject it. You’re deemed to have accepted it if no response is received within 5 business days. Your acceptance means the item is final, and Marketing Together won’t move to the next stage until they receive approval to proceed. Delays in approval may result in additional costs, including rescheduling fees and shutdown/restart fees if continuation is unable to be performed.

Alteration / Revision Of Agreement

Marketing Together may revise the terms of this agreement at any time and such revision shall be effective ten (10) days after notice of the proposed revision is provided to the client. If any revision is unacceptable to the client they will be able to terminate this hosting agreement and cancel the hosting services provided thirty (30) days written notice is provided. All outstanding money owed on the hosting service is to be paid before the final day of hosting service. The client’s continued use of the service after the effective date of the agreement revision shall be deemed as acceptance of the agreement revision.

Indemnification

The client agrees to hold Marketing Together harmless from any demands, liabilities, losses, costs, and claims, including reasonable attorney’s fees, that may arise or result from any service provided or performed, or any product sold by the client, its agents, employees, or assigns. The client agrees to defend, indemnify and hold Marketing Together harmless against liabilities arising out of: (1) any injury to person or property caused by any products sold or distributed in connection with a Marketing Together server; (2) any material supplied by the client infringing or allegedly infringing on the proprietary rights of a third party; and (3) copyright infringement.

Prohibited Uses

The following content and activities may not be displayed or promoted by the client nor associated in any way with the client’s account or Marketing Together’s services. Marketing Together shall be the sole arbiter as to what constitutes violation of this provision.

• Copyrighted material used without permission.
• Material that infringes on trademarks.
• Material protected by trade secret or other statute.
• Material or activities judged by Marketing Together to be threatening obscene, disparaging, bullying, hate-related or in violation of our anti discrimination policy.
• Content or conduct that makes possible or promotes any illegal or prohibited activity.
• Content that may be damaging to Marketing Together’s servers or to any other server on the Internet.
• Pirated software.
• Unsolicited or bulk e-mail (Spam) or email harvesting software or services.
• Links or reference to any of the above.

Web Hosting Services

Site Access: Marketing Together will provide to the client a secure connection method such as but not limited to FTP to enable the client to access their site files, database, configuration files, and log files.

Domain Name: If requested by the client, Marketing Together shall cooperate with registering the domain name with a domain registrar. The client will own all rights, title, and interest in the domain name and its intellectual property-related. Unless otherwise stated, Marketing Together will be listed as the administrative and technical contact. Any costs associated with this purchase will be the responsibility of the client.

Site Backup: Marketing Together shall maintain a backup of your hosting account while your hosting account is active. In the event that the web site content and database is required to be restored from Marketing Together server image backup, then all costs associated with this restore will be charged to the client. A cost will be provided to the client and must be agreed to in writing before the restore work commences. Once a hosting account is cancelled/closed due to non-payment or on request by the client, all previous backups held on Marketing Together servers for the client will be deleted.

Website Maintenance Plans

1. Services Provided

By subscribing to the Essentials Maintenance Plan, Standard Maintenance Plan or Premium Maintenance & Support Plan, the client will receive the services outlined, including monthly plugin and software updates, security monitoring, weekly backups, uptime and performance monitoring, up to three content updates per month, broken link checks, site speed optimisation, and a basic SEO health check.

2. Content Updates

Content updates are limited to three (3) per month. Updates include text edits, image swaps, blog uploads, and minor changes. Additional updates beyond the allocated three will be billed at $150.00+GST per hour.

3. Turnaround Time

Standard turnaround time for requested content updates is within five (5) business days. Urgent requests may attract additional fees.

4. Additional Work

Any work outside the scope of the maintenance plan — including but not limited to redesigns, new pages, major functionality changes — will be quoted separately and billed at $150.00+GST per hour, unless otherwise agreed.

Failed Hosting Payments

In the event of a failed payment or non-payment, Marketing Together will inform you and provide you with 7 days to resolve the issue and make the payment. If a valid form of payment has not been received after 7 days from notification, your hosting account on our server will be suspended until the payment has been fulfilled and the financial situation has been resolved.

In the event that the payment is not received within 30 days of the due date the hosting services will be terminated and all related file, databases and emails will be erased from the server.

Hosting Payment Options

Yearly, paid 12 months in advance. Your annual billing cycle begins on the date of this signed agreement. New website the clients receive their first 12 months free of charge.

Hosting Account Termination

Terminating your account with Marketing Together is free of charge. Upon closure and at your request, we will provide you with a backup of your entire home directory, including your website, database, and emails in the form of a cPanel backup. There is no minimum notice period or minimum time commitment required. Written notification via email is all that is needed to terminate your account, which we will process on the same business day (if it is a business day), or on the next business day if the request is made on a weekend or public holiday. We will not provide a refund for any unused months.

Errors

The Company does not guarantee that our work will be error free (we’re human!). The Company will not be liable to the Client or any third-party for damages, including lost profits, lost savings or other incidental, consequential or special damages, even if the Client has advised us the error.

Mutual Cooperation

The Company agrees to use our best efforts to fulfil and exceed your expectation on the deliverables listed above. The Client agrees to aid us in doing so by making available to the Company needed information pertaining to the website and to cooperate with the Company in completing the work.

Client Agreement To Pay

All invoices will be due on receipt. In the event payment is not made within 14 days, the Company reserves the right to stop work until payment is received.

Cancellation Of Plans

The Client has the right to modify, reject, cancel any and all plans or work in progress. However, the Client agrees to forfeit any monies paid and must pay the full amount of this agreement unless otherwise agreed by The Company.

The Companies Responsibility For Releases

The Company shall obtain releases, licences, permits or other authorisation to use testimonials, copyrighted materials, photographs, artwork or any other property or rights belonging to third parties obtained by the Company for use in performing services for the Client (If applicable).

1. (a) The company guarantees that any intellectual property rights to any material developed by representatives or employees of the company have no legal barrier in being transferred to the client. Any materials created by the Service Agreement - Terms and Conditions
2. employees of the company will not infringe on any third party intellectual property rights. Employees of the company will have no claim to intellectual property rights.
3. (b) Any materials delivered by the company, its developers and employees will have the intellectual property rights assigned to the client.
4. (c) The company will use third party software providers to achieve functionality (ie Shopify, Shopify apps) which require a subscription. Any intellectual property by these third party providers falls under their terms of their use and is not the responsibility of the company.

The Clients Responsibility For Releases

1. (a) The Client guarantees that all elements of text, images, or other artwork the Client provides are either owned by the Client, or that the Client has permission to use them.
2. (b) The Company will give the Client the finished files on request. The Client should keep these files safe as we’re not required to keep a copy.
3. (c) The Company will own the unique combination of these elements that constitutes a complete design and the Company will provide that to the Client, exclusively and in perpetuity for this project only, unless the Company agrees otherwise. The Company can provide a separate estimate for that upon request.

The Clients Responsibility For Accuracy

The Client shall be responsible for the accuracy, completeness and propriety of information concerning the Clients products and services which the Client furnishes to the Company verbally or in writing in connection with the performance of this Agreement.

Confidentiality

The Company acknowledges its responsibility, both during and after the term of its appointment, to use all reasonable efforts to preserve the confidentiality of any proprietary or confidential information or data developed by the Company on behalf of the Client or disclosed by the Client to the Company.

Period of agreement and notice of termination

<[h2]>This Agreement shall become effective from the date the Client signs this Agreement and shall continue until terminated by either party in writing given by either party to the other.

Termination for cause

1. (a) Either party to this Agreement may terminate the Agreement if the other party defaults in the performance of any of its material duties and obligations and the default is not cured within thirty (30) days of the receipt of notice of said default, or if the default is not reasonably curable within said period of time, unless the defaulting party commences cure within said period of time and diligently proceeds to cure the default.
2. (b) In addition, either party may immediately terminate this Agreement by giving written notice to the other party if the other party is insolvent or has a petition brought by or against it under the insolvency laws of any jurisdiction, if the other party makes an assignment for the benefit of creditors, if a trustee, or similar agent is appointed with respect to any property or business of the other party, or in the case of the Client, if the Client materially breaches its obligations to make payment pursuant to this Agreement.

Payment For Committed Costs

Any committed costs for goods and/or services for your account, shall be paid for by you either directly to the supplier or as a reimbursement to the

Company, in accordance with the provisions of this Agreement. We agree to use our best efforts to minimise such costs immediately at your request. The Company will provide written proof, upon request of the Client, that any such materials and services have been committed for purchase or have been purchased.

Transfer Of Materials

Upon termination of this Agreement, provided that there is no outstanding indebtedness then owing by the Client to the Company, the Company shall transfer, assign and make available to the Client all property and materials in its possession or control belonging to the Client upon request. The Client agrees to pay for all costs associated with the transfer of materials.

Change Of Ownership

If the Client changes ownership or control the Client must inform the Company of the change and provide the Company with the date of the change in ownership or control and must do all things necessary to facilitate this Agreement to the proposed transferee or controlling entity.

Governing Law

This Agreement shall be governed in accordance with Australian Consumer Law.

Representations And Warranties

The parties each individually represent and warrant that each has full power and authority to enter into this Agreement and to perform all of their obligations hereunder without violating the legal or equitable rights of any third party.

Disbursements

Disbursement charges are not included in the fees. Any expenses incurred during service will be charged as additional costs, including:

• Cost of plugins and themes
• Consumable materials used in service or digital marketing campaigns
• One-time costs for social media monitoring at events

Warranty Disclaimer

We cannot exclude or limit any rights or remedies guaranteed by law, such as the Australian Consumer Law. To the fullest extent allowed by law, we disclaim all warranties and representations regarding our services, express or implied.

Limitation of Liability and Warranty

To the fullest extent allowed by law:

• We are not liable for faults or defects from third-party services or goods
• We are not liable for indirect, special, or consequential losses (e.g. loss of data, profits, business interruption)
• Our liability in contract, tort, or otherwise is limited to the amounts paid by the client for the service
• We do not guarantee the success of marketing or promotional activities
• We will use reasonable efforts to optimise performance but give no warranties regarding performance
• We are not liable for search engine/social media algorithm changes or infringement of third-party IP rights

It is the client’s responsibility to verify the suitability of material published as part of our services. Our liability for breach of non-excludable conditions is limited to supplying the services again or paying for them to be supplied again. Our total liability for all claims related to the agreement is limited to the price for our services.

Intellectual property rights and raw/editable files

All intellectual property rights in the service intellectual property belong to or will belong to Marketing Together upon creation. Marketing Together grants you a non-transferable, non-exclusive licence to:

• (1) publish one copy of the service and supporting service intellectual property, unless stated otherwise by Marketing Together; and
• (2) use and reproduce other service intellectual property.

You may not, without Marketing Together’s prior written consent:

• (1) adapt, create derivatives, or merge the service intellectual property,
• (2) use the service intellectual property for any purpose other than intended,
• (3) reverse engineer, disassemble, or decompile the service intellectual property,
• (4) distribute, lend, resell, transfer, assign, or sublicense the service or other service intellectual property,
• (5) remove or attempt to remove any proprietary or copyright notices.

  Hosting of landing pages created by Marketing Together for paid marketing campaigns is only for the duration of the campaign. Raw/editable files may be supplied at Marketing Together’s discretion for additional costs. Stock images and commercial fonts remain the property of Marketing Together and its licensors at all times, with licensing restrictions. Ad text, ad targeting, ad creative, and all ad accounts remain Marketing Together’s. Marketing Together does not guarantee your use of their designs, materials, or content will not infringe third party intellectual property rights or moral rights, but will advise if aware of any infringement. You agree to:

• (1) display the Marketing Together logo or text hyperlink in the website footer,
• (2) allow Marketing Together to use services for promotional and portfolio purposes,
• (3) allow Marketing Together to place company logo and case study on its corporate website or promotional collateral, and
• (4) provide feedback or testimony upon request after service release/closure.

General Terms

• This agreement does not establish an employment, agency, or partnership relationship.
• Marketing Together may delegate its responsibilities under this agreement through subcontracting.
• Marketing Together may transfer its rights/obligations under this agreement to a third party by giving written notice.
• Failure to enforce an obligation doesn’t waive any rights.
• If any provision of this agreement is illegal or unenforceable, it will be separated, leaving the rest of the agreement in effect.
• Additional terms referred to in this proposal apply unless they:
  • Violate Australian law or;
  • Limit Consumer Guarantees or Title Guarantees.

Marketing Together may update this agreement and new terms will apply to new Services after the changes are published. Continued use of Services signifies acceptance of the updated agreement.

This agreement is governed by Australian law and the parties submit to the jurisdiction of Queensland courts. No action may be brought in any other court or tribunal, and parties refrain from transferring any disputes to another jurisdiction.

If applicable law prohibits excluding liability, Marketing Together’s liability for claims is limited to redelivery of Services or payment for equivalent Services.

This agreement constitutes the entire agreement and supersedes all prior arrangements and negotiations. Statements made in negotiations not included in this agreement are not part of the agreement.

Interpretation

This agreement refers to the terms and conditions, including any schedules, and a Purchase Order or Pricing Structure (if applicable).

• Headings and bold type are for convenience only and don’t impact interpretation.
• Singular terms include the plural and vice versa.
• Words of any gender include all genders.
• Other forms of a defined word or phrase have the same meaning, unless context requires otherwise.
• “Person” includes companies, partnerships, joint ventures, associations, corporations, government agencies, and individuals.
• “Legislation” includes all related delegated legislation and amendments.
• A reference to a party in a document includes their successors and assigns.
• Promises by 2 or more parties bind them jointly and severally.
• No provision will be interpreted negatively towards a party just because they prepared the agreement or provision.
• Mentioning items after “include” or “for example” doesn’t limit what’s included.

Definitions

• • “Additional Costs” refers to costs Marketing Together is allowed to charge under the agreement.
  • “Australian Consumer Law” refers to Schedule 2 of the Competition and Consumer Act 2010.
  • “Marketing Together” refers to Smart Australia Developments trading as Marketing Together.
  • “Broken Links” are links that don’t work because pages have been renamed or removed. Regular cleanup is necessary for a website’s ranking, but not included in SEO campaign. Marketing Together will advise on necessary clean up.
  • “Change of Strategy Mid-Campaign” refers to a change of keywords, ad text, ad targeting, or ad creative within 3 months of starting Online Advertising services or 12 months of Search Engine Optimisation services, and incurs charges at Marketing Together’s hourly rate.
  • “Claim” refers to any actual or threatened demand, action, or proceeding.
  • “Client” refers to the person named in the Purchase Order, Pricing Structure, or for whom Marketing Together are providing services.
  • Confidential Information of a party: refers to any business or affairs info, customers/employee info, naturally confidential info, designated as confidential by the party within 14 days of disclosure, or info known/should be known as confidential by the other party.
  • Consumer Guarantee: consumer warranty under Australian Consumer Law, incl. “express warranty” under said law. CMS: web-based software to create/manage website content.
  • Copywriting & Content Generation: part of SEO campaigns, incl. website copy & content generation, additional work can be done at a professional hourly rate.
  • Digital Marketing Campaign: execution of Services defined this proposal, with strategy, keywords, ad text, targeting, and creative agreed between client and Marketing Together.
  • Fees: payment for Service, specified in Pricing Structure/Invoice, or calculated per the investment section of this document.
  • Finalisation: handover of Service for data entry/testing, not launch.
  • GST: goods and services tax in Australia. Insolvent: stopped normal business, arrangement with creditors, unable to pay debts, liquidator/receiver appointed, winding up resolution, similar events.
  • Intellectual Property Rights: all industrial and intellectual property rights worldwide, incl. copyright, patents, trademarks, etc., and right to keep confidential info confidential.
  • Keyword Recommendations: finding most profitable keywords with context, demand, rank potential, and growth potential. No Change of Strategy mid-campaign.
  • Landing Page/Website Dev.: initial assessment, changes recommended, can be done at professional hourly rate if built on supported CMS.
  • Link Building: creating backlinks from news, blog, and directory sites to website, crucial for SEO and improving website’s ranking.
  • Local SEO Report: comprehensive report on best practice changes for local directory listings to improve website’s rankings, updated regularly. Marketing Together will create local citations for clients with consistent NAP across the web, details in Local SEO Report.
  • Loss: Any liability, cost, expense, loss, injury, death, or damage; and, for Claims, Loss includes payments and full indemnity legal costs and disbursements, whether or not the Claim is successful.
  • Monthly Progress Report: Each month, we’ll send a report on the Digital Marketing Campaign’s progress and inquiry volume (when available), and
  • schedule calls with account managers to explain progress and suggest changes.
  • Moral Rights: Defined in Sec. 189 of the Copyright Act 1968 (Cth) and similar rights in other jurisdictions outside Australia.
  • New Website Migration: To retain organic search results, extensive planning and careful execution are needed. We’ll provide a list of key pages and content for the new site, and create a mapping document for 301 redirects before launch to prevent lost ranking equity.
  • Online Advertising: Search Engine Advertising, Display Advertising, and Social Media Advertising.
  • On Page SEO Report: We’ll prepare a report on best practice changes to improve website rankings, updated as needed to reflect current best practices. Most changes can be done via the website’s CMS but major structural changes may require a developer. If the website is built on a supported CMS, we may make changes for a fee.
  • Privacy Policy: Website must have a privacy policy detailing visitor protection and cookie use before search engine or social media advertising. We can prepare one for you for a fee.
  • Pricing Structure: A proposal or fee estimate for work requested from us.
  • Professional Hourly Rate: Currently $170.00 + GST per hour for professional services (subject to change depending on the expertise required to complete work).
  • Purchase Order: A document from us specifying the services, delivery time, and fees for work requested.
  • Schedule of Fees: Refers to the rates and packages listed in this document, and any future updates to those professional services rates.
  • Service refers to the work done by Marketing Together for you, and can refer to:
    • The work described in a Purchase Order.
    • If there is no Purchase Order, the work is described in a Pricing Structure.
    • If there is no Pricing Structure, the work described in the Specifications.
    • If there are no Specifications, the work you have asked Marketing Together to do.
  • Service Intellectual Property includes designs, software, materials provided during the Service, and other Intellectual Property Rights created during the Service, but does not include:
  • The Content Management System (unless modified by Marketing Together).
  • The Marketing Together website Tools (unless modified by Marketing Together).
  • Services refers to the Services provided by Marketing Together during the Service, as outlined in this proposal.
  • Specifications refers to the specifications for the work requested, provided to Marketing Together before or at the start of the Service.
  • Title Guarantee refers to a guarantee under sections 51, 52, or 53 of the Australian Consumer Law.
  • Variation refers to changes to the Pricing Structure, Specifications as described in this agreement.
  • Variation Notice refers to the written notification regarding costs associated with Variations, as described in the agreement.
  • Warranty refers to any repairs needed for a Marketing Together Service within 28 days of completion. Marketing Together reserves the right to determine warranty labour.
  • Website Maintenance & Security Updates: Regular maintenance and security updates are necessary to keep your Digital Marketing Campaign working optimally. This includes checking the website’s back-end for bugs, monitoring search console, conducting link cleanup, security version updates and patches. The client’s website developer is responsible for completing these tasks regularly. If your website is built on one of Marketing Together’s supported Content Management Systems, changes may be made at the Professional Hourly Rate.