1. What the agreement covers

1.1 This agreement starts on the start date, or other later date notified to you in writing and continues until all agreed work detailed in the proposal, and any additional work requested by you in writing, has been completed and paid in full. 

1.2 This agreement covers digital marketing services to be provided by us as set out either in the proposal we supplied to you or the schedule attached to this agreement (‘services’). We encourage you to read and understand these terms as they explain what each party is responsible for and are designed to protect you as well as us.

1.3 By asking us to start work, approving a quote, signing this agreement, not objecting to updated terms after notice or emailing us to commence work, you are agreeing to be bound by these terms. You don’t need to sign this agreement to be bound by its terms.

1.4 These terms, our proposal and any other applicable agreements we enter into with you, define our working relationship with you. Unless otherwise agreed to in writing by both parties, these terms apply from the date of our proposal and apply to all of the services you ask us to provide.

1.5 We can assist you with additional services not already identified in the proposal (subject to consultation and scope) however additional services will attract additional costs so please make sure all of the services you are expecting to be included are correctly detailed in the proposal or the schedule. Additional work (even for small items) will be charged at our hourly rates.

1.6 If you have any questions about the inclusions or charges set out in the proposal or if there is any part of the proposal or this agreement that you do not understand, please let us know before agreeing to these terms.

2. What we do

2.1 We will provide the services to you in exchange for the payments set out in the schedule.

2.2 You acknowledge that the marketing environment and online environment is constantly changing and that we may change or amend part of the services if we believe that something we have offered is no longer effective, available or financially viable, or there is something better than originally proposed. We will advise you of any proposed changes in the services before they take effect.

2.3 By entering into this agreement, we do not enter into any form of exclusive arrangement with you for the supply of the services. We may at any time supply similar services or the same services to anyone else, including other businesses which you may consider to be competitors, or potential competitors. 

2.4 We may subcontract part or all of the services or use external suppliers. Any subcontractors or external suppliers will be bound by the terms of this agreement.

3. Suspension or termination of our services for abandonment

3.1 In addition to any other rights we have, you agree we may suspend or terminate our services if:

(a) you stop making agreed payments; or

(b) you are overdue by more than 21 days for invoiced payments; or

(c) after repeated attempts to begin, continue or finalise the delivery of services you fail to participate or become unresponsive to our emails or phone calls for a period of five (5) business days without explanation (abandonment).

3.2 We will give you written notice of your default and allow you seven (7) days to rectify the If you have not rectified the default within the seven (7) day period, we will give you a second written notice and a phone and allow you seven (7) days to rectify the default. If you do not rectify your default within that seven (7) day period, we will likely suspend or terminate our services. This may include suspending or terminating marketing or advertising campaigns. This is a serious consequence and not one we take lightly.

3.3 If we terminate our services due to abandonment, we are under no obligation to reinstate or continue to provide any services to you.

3.4 If we suspend your services and you wish to have them reinstated (after you have remedied your default), we may charge an additional fee for reinstatement at our hourly rates.

3.5 You agree we will not be liable for any damage or loss suffered by you for any action we take pursuant to this clause.

4. Strategy – services

4.1 We will assist you to develop a marketing strategy as set out in the proposal. 

4.2 Development of a marketing strategy may include business analysis, identifying the results to be measured, situation analysis, recommending platforms for your use, and designing marketing campaigns for email or other platforms.

4.3 The strategy we develop will include a consideration of any rules and regulations surrounding marketing for your industry specifically notified to us by you. We are not legal professionals. You are responsible for obtaining specialist advice appropriate to the marketing of your products or services.

4.4 All marketing strategies take time, are tested, measured and changed incrementally to try and achieve the best results. What we do is dependent on how the third-party platforms work. Those third-party platforms may change without notice.

4.5 We cannot guarantee that your objectives will be met or that your results will be consistent or improve. We are not responsible for any loss or damage incurred by you as a result of changes made by third-party platforms.

5. Email marketing – services

5.1 You warrant that every customer on your database who will receive your email campaigns has given their consent to receive electronic messages from you, and that you will comply with applicable anti-spam legislation at all times.

5.2 All emails campaigns set up by us will have an unsubscribe facility, and you agree that you will not attempt to disable this function at any time.

5.3 You agree that any customers who opt to unsubscribe from emails will be removed from your database immediately, and not receive further emails.

6. Google Ads and SEO – services

6.1 Search Engine Optimisation (SEO)

(a) SEO is governed by many factors which are outside our direct control. 

(b) We will try to improve the position of pages of your website in search engine results in response to identified search requests, but we do not warrant that this effort will be successful.

(c) In line with guidelines provided by Google, we offer no guarantee that any page of your website will be ranked organically on any major search engine for your desired keywords.

(d) We cannot be held responsible for any changes to the position of pages of your website in search engines results related to SEO services provided by us.

6.2 If you ask us to provide Google AdWords or SEO services, we may develop a list of keywords and advertising copy for your While it is possible to use the trademarks of other companies as keywords in the backend (not publicly visible) of your AdWords campaigns, we take no responsibility for any legal consequences of doing so.

6.3 You acknowledge that search engines may change their ranking algorithms at any time, exclude sites from their listings, or change their policies without notice and that such a change may adversely affect your search engine ranking. We will not be held liable for any fluctuations, alterations, penalty or removal of your website pages in the search engine results.

7. Content creation – services

7.1 At your request, we may design, create, write or edit content on your behalf. We may also purchase licenses to use themes, stock images, stock music or stock videos on your behalf. For stock images, music or video we prefer that any account used to purchase that material is established and paid in the name of your business to ensure you have ready access to licence information should you receive any enquiries about licenses in the future. We can assist you to establish those accounts and will request access.

7.2 Where we are to provide content, you undertake to review all material supplied by us to satisfy yourself that it does not infringe third-party intellectual property rights, or legal compliance obligations applicable to your products or services, before approving that material for inclusion in your website.

(a) You acknowledge that we may make recommendations about what content to use, or not use in your marketing, based upon our experience.

(b) You agree that any decision about publication of content is your decision and you agree to indemnify and hold Matchsticks Pty Ltd harmless against any loss, damage, claims, fines, penalties or other costs arising from the use of marketing material prepared for you, particularly if you have directed us to proceed with publishing that material against our recommendation.

7.3 Unless you have directed us otherwise, all content we create for you will be provided to you for approval before Before giving approval, you will have two (2) opportunities to ask for revision.

7.4 To request a revision:

(a) You have seven (7) days to provide changes and comments after we send work to you for approval. If you do not provide a response, we will proceed as if no changes are required (‘deemed approval’).

(b) You acknowledge that if we make a recommendation against the use of content and you fail to provide feedback or direction in respect of that content, we may elect not to publish it rather than deeming approval by you.

(c) Changes and comments must be provided in

(d) Changes and comments must be provided in one complete brief and not multiple

(e) We will consider each email or other communication about changes as a separate round (our quoted fee includes two (2) rounds of revision only).

(f) Once we have your approval (or deemed approval) at each stage, any further requests will incur additional charges.

(g) Extended revisions outside of the scope of the Proposal will be charged at our hourly

7.5 Subject to clause 7.2, you may authorise us to create content and conduct campaigns on your behalf without your direct involvement. We will carry out the work consistently with the objectives you have told us, and any work completed for you in the past.

7.6 All intellectual property rights in content created on your behalf will transfer to you automatically upon payment in full for the services delivered.

8. Deemed approvals and changes 

8.1 We will propose changes to your marketing strategy, or additional campaigns, for your approval prior to implementation. You have seven (7) days to provide changes and comments after we send work to you for approval. If you do not provide a response, we will proceed as if no changes are required (‘deemed approval’).

8.2 If you make changes to any campaigns or advertising through third party platforms without informing us, this could negatively affect results and costs. We will not be liable for any loss or damage arising as a result of your changes, or changes made by a third party authorised by This provision survives after the end of our agreement.

9. Your responsibilities as our client

9.1 You authorise us to access your accounts, databases and applications that are relevant to the services and you agree to provide us with necessary passwords and all other resources of yours that we reasonably require to complete the services set out in the proposal, including access to third-party applications and accounts as required.

9.2 You agree you will:

(a) pay our Fees on time and in full;

(b) co-operate with us so that we can complete the services in a timely and efficient manner;

(c) provide timely responses to information or requests for information;

(d) check the work we have completed for accuracy in all respects and ensure your legal obligations for advertising are met prior to authorising any content or campaigns, and take full responsibility for any breach of obligations arising from the publication of your content or campaigns;

(e) attend all agreed meeting times and dates or give at least three (3) hours notice if it is necessary to reschedule a meeting. We cannot guarantee that a new meeting time will be available if a meeting time is missed without notice;

(f) immediately tell us about any information (existing or new) that could have an impact on the success of the services we are providing so that rapid action can be considered;

(g) inform us of any changes to account names, passwords, technical setup or any material information which may affect delivery of the services;

(h) obtain and keep up-to-date virus protection on your computers and other electronic hardware;

(i) not request us to complete work for you that we reasonably believe is either immoral or unlawful. We reserve the right to refuse to complete work in this scenario and our refusal will not be a breach of this Where we agree to complete work at your request, you agree to indemnify and hold Matchsticks Pty Ltd harmless against any loss, damage, claims, fines, penalties or other costs arising from the use of marketing material prepared for you.

10.  Payments

10.1 Any deposit or setup fee included in the proposal must be paid before we start work.

10.2 Where we stipulate there is a minimum term for this agreement (for example six (6) months), you must pay for our services in full for that minimum period even if you change your mind about continuing with the full proposal or services. You acknowledge that this requirement reflects a fair and reasonable estimate of our necessary costs and expenses of on-boarding you as our client and setting up your business for the provision of our services. You agree that we may recover this amount from you as a liquidated sum, without any reduction of our rights arising under this agreement.

10.3 Our Services will be invoiced in accordance with the frequency set out in the proposal or in the schedule. If no frequency is noted, after payment of any initial deposit, we will invoice you monthly in advance for work completed in that month.

10.4 Unless otherwise noted in the proposal or schedule, our fees do not include disbursements or actual costs for items including pay per click, ad spend, licenses, marketing tools, media, printing, software/subscriptions and advertising These will require your additional expenditure.

10.5 Where services are provided using your accounts, the costs payable to Third-Party Providers will be incurred directly to your account and payable by you.

10.6 If you have insufficient funds in your account with any third-party platform, we may be required to reset your You acknowledge that this may incur additional third party fees payable by you, and additional charges at our hourly rate, payable by you.

10.7 Advertising budgets will be set in consultation with you. We will manage your agreed budget in good faith but will not be held liable for actual spend. You acknowledge that a budget may be underspent when establishing and testing a new campaign, or for reasons beyond our control. There is also always a possibility of budget overspend for reasons beyond our control.

10.8 If our fees remain unpaid after attempts by us to recover payment, we may pursue legal action and/or forward the debt to a collection agency or lawyer for further action. You agree you will pay for any fees incurred by us for debt collection, administration and/or legal costs (on a solicitor and own client basis).

10.9 You agree to pay interest at a rate of 8% per annum calculated from the date of invoice on any outstanding debt (both prior to and after judgement, if applicable).

10.10 The fees and budgets listed in the proposal are listed exclusive of GST. You agree to pay an additional amount sufficient to cover GST payable (where applicable).

10.11 If we have structured our payments for a final invoice for completion of a project or part of a project (for example a final 20% payment of final approval of a website build), you must promptly complete the steps requested of you to finalise the If we request you to finalise a project and you delay giving final approval for more than 21 days from the date of our request, you agree we may issue our final invoice as though final approval had been given. You agree that we are under no obligation to make your website publicly visible until final payment for the website build has been received.

11. Security, accessibility and integrations

11.1 While we will take reasonable steps to protect your information, the ultimate responsibility for protecting your accounts remains with you. We disclaim all liability for any computer virus or technological problems that were not intentionally caused by us or are beyond our control. While we take reasonable commercial efforts to secure your website and cloud services, you are encouraged to install and maintain up-to-date security software on your systems.

11.2 Where you provide us with passwords or logins that are sensitive in nature, we ensure these are accessed only by personnel who require the information to complete the services. We use password protection for areas where this information is stored and prefer to use password management systems rather than sharing passwords by email or text message.

11.3 Where your data is stored by us, it is stored:

(a) In hard copy in Australia; and

(b) Online primarily in Australia. However, due to the nature of the internet and the way data is transmitted, some or your data may be stored, mirrored or transferred overseas at times. 

(c) By agreeing to these terms, you agree to the international border transfer of your data.

11.4 Where our (or a third party’s) software or systems integrates with your software, systems or website, we accept no liability for the integration process, the pushing of information (for example, if your system does not accept information due to a malfunction, our system will continue to attempt to push the information across) or the loss of information if integration is unsuccessful. Where we make application program interfaces (API’s) available to you, you accept the API’s on an ‘as is’ where is basis without any warranty of any kind and accept all liability for their use.

12. Third-party platforms

12.1 We will recommend third-party platforms for you to support your digital marketing strategy. Our recommendations are based on our experience with a platform. You are not required to follow our recommendations, and your choice to follow our recommendations is your responsibility. 

12.2 Third-party platforms may include social media platforms (not all client products or services are suitable for social media), search providers, Google products including analytics and AdWords, CRM platforms, marketing automation platforms and analytical software or tools.

12.3 Third-party providers will have their own terms and conditions. It is your responsibility to read those terms and You will need to establish your own accounts, including adding your billing details.

12.4 You will be responsible for the cost of maintaining your third-party platform accounts and agree to keep your billing details up to date. It is usual for the third party providers to automatically deduct any monthly or annual cost from your nominated account. You are responsible for ensuring that there are enough funds available to cover any recurring billing.

12.5 You acknowledge that third party platforms may change their policies, algorithms, regulations or systems at any time. We are not liable for loss or damage incurred by you as a result of changes made to third-party platforms, this includes the closure of your account by the platform provider without notice or explanation.

13. Intellectual property

 13.1 It is your responsibility to ensure that you have the right to use and display any content, including without limitation, text, image or photographs, that you provide to us for incorporation into the services, and that the content does not infringe upon the intellectual property rights of any other person or entity. 

13.2 We reserve the right not to publish content unless you are able to provide adequate proof of permission to use that material, although we are not obliged to consider or exercise this discretion.

13.3 Title to and proprietary rights in the material you supply us, including your intellectual property in your business name, logo, content and videos, as well as any personal information about your customer’s (your data), remains your property.

13.4 You grant us a license to use, copy, transmit and store your data for the purpose of providing the services. We do not claim any copyright or ownership in the materials provided by you to us.

13.5 You are responsible for managing any intellectual property complaint made in relation to any of the content or operation of your social media platforms, website or promotional campaigns. 

13.6 We own the intellectual property rights in the materials we use to deliver the services, or we have permission to use that material and share it with you for the purpose of providing the services.

13. 7You agree that all intellectual property rights in our materials, proprietary software, any design, code or document created, or discoveries made in the course of creating your website or used to provide the services to you, vest in us upon creation (‘our IP’). You do not have any right to use open source software or our IP for any purpose other than use of the end product we create for you, for its intended use and in accordance with this agreement.

13.8 We retain copyright in any designs or other work not approved by you (renounced designs) and in any work done in projects that are cancelled or terminated. You may contact our office to purchase a license to use those designs or work.

13.9 We obtain images from the following platforms (but not limited to) Canva, iStock, Adobe Stock, Pixabay and Pexels. We may transfer a design to you containing a licensed photo from any of these On transfer, you’re required to comply with the licensing terms of each stock image platform. All design and images cannot be used outside of the intended design, or on a standalone basis. The platform licensing agreements are accessible via the links below:

• Canva – https://www.canva.com/policies/content-license-agreement/ 
• iStock – https://www.istockphoto.com/help/licenses
• Adobe Stock – https://stock.adobe.com/au/license-terms 
• Pixabay – https://pixabay.com/service/license
• Pexels – https://www.pexels.com/license/

13.10 If an image requires a specific license to use for promotional purposes, we will request that you create an account with the stock provider and purchase the stock images, audio or video so you own the licenses. We would then request sharing of the licensed images with us for use in your campaign. We may require you to establish your own accounts and provide us with authority to access those accounts to simplify the management of your intellectual property.

14. Your data

14.1 While all care is taken to securely store your data, including regularly performing back-ups, we do rely on third-party providers for storage and other services and we make no warranty that our backups will be accessible by you or that your data will be safe. We will not be responsible or liable for the theft, deletion, correction, destruction, damage, loss or failure of any of your data.

14.2 All information or data uploaded is the sole responsibility of you or the person providing the data. We are not responsible for this content and will have no liability in respect of the quality of the data, or any third-party rights in respect of that data.

14.3 If this agreement is terminated, we will hold your data for a maximum period of ninety (90) days from the date of termination. At your request, your data will be accessible by you during this period. Fees may apply for provision of data by request. At the end of the ninety (90) day period, your data will be permanently deleted from our platform, storage and/or operating systems.

15.  Promotion

15.1 By entering into this agreement, you consent to our use of your business name and logo, the work we completed for you and/or any testimonial provided by you for the ongoing promotion of our business. You agree we may use this information for as long as it remains relevant to our business.

16 Limitation of liability

16.1 We are not liable for the accuracy or lawfulness of any content you provide to us or for any content we produce on your behalf.

16.2 We are not liable in any circumstances for material from third parties uploaded or posted to your website or related public access areas, including social media sites.

16.3 To the fullest extent permissible by law, and without limiting Australian Consumer Law, in the event of any fault in the services, our liability will be limited, at our choice, to:

(a) supplying the services again;

(b) repairing any fault in the services caused by us;

(c) payment of the cost of having any fault in the services caused by us repaired; or

(d) payment of the cost of having the services supplied

16.4 Notwithstanding any other clause in this agreement, you agree that our total maximum aggregate liability to you for any action or claim or group of actions or claims is the amount actually paid by you for services under this agreement rendered in the six (6) months immediately preceding the date of dispute (or latest in time dispute if more than one dispute).

16.5 Unless specifically noted in this agreement, neither party will be liable for lost revenues, profits or savings, nor for any indirect, exemplary, punitive, special or consequential loss or damages of any party, including third parties, even if a party has been advised of the possibility of that loss or damages. 

16.6 This limitation of liability applies to the fullest extent permitted by law, and survives any termination or expiration of this agreement, or your use of the services.

17.  Indemnity

17.1 You agree to indemnify and defend us from any claims, damages, liabilities, costs, or expenses (including without limitation court costs, collection costs to the extent permitted by law, and reasonable legal fees), threatened or actual, in relation to:

(a) clause 5, regarding email marketing services;

(b) the use of the keywords or advertising copy and/or consequential loss arising from items referred to in clause 6, regarding Google AdWords and SEO services;

(c) clause 7, content creation services;

(d) clause 8, deemed approvals or changes;

(e) clause 9, your responsibilities;

(f) clause 14, intellectual property; and

(g) clause 15, your

17.2 The indemnity referred to in clause 18.1 shall be reduced to the extent that we have contributed to any liability through our negligence.

17.3 The indemnity in this clause 18 survives the end of this

18.  Termination

18.1 After the end of the minimum period, you may terminate this agreement for any reason by providing us 30-days notice. This agreement will terminate at the end of the 30-day notice period. We may terminate this agreement at any time by providing you 30-days notice.

18.2 If you are in default under this agreement or have become unresponsive to our communications, we may provide written notice to you setting out the details of your default or unresponsiveness and allowing you 7-days to rectify the same. If you do not rectify the default or unresponsiveness in the 7-day period, we may give you written notice suspending the services we provide. If, after 7 days of our services being suspended, you have not rectified the default or unresponsiveness, we may terminate this agreement by giving you written notice, with termination effective as at the date of the written notice.

18.3 If we are in default under this agreement, you may provide written notice to us setting out the details of our default. If we agree there is a default and we do not fix the default within 21 days of the date of your notice, you may give written notice to us terminating this agreement and the date of termination will be the date we receive your lawful termination notice.

18.4 Following notice of termination by either party:

(a) all fees and other charges you have agreed to pay and/or that have been incurred up to the termination date, will become immediately due and payable;

(b) we will hand over and/or securely destroy all login and access details which you have supplied to us;

(c) you will be responsible for ongoing account management and we will not be responsible for any account management after the termination date;

(d) you must cancel any PayPal subscriptions, automated direct deposits, direct debit, or credit card facilities in place at the time of termination;

(e) we are not responsible for any third party fees incurred after the termination date. 

19.  Force majeure

19.1 For the purpose of this clause, ‘Force Majeure Event’ means an event that is beyond a party’s control, including but not limited to, fire, earthquake, labour dispute, act of God, death or serious injury or illness, unavailability of any electricity or other utilities, or unavailability or material change in any third party technologies or platforms (or the rules governing such technologies or platforms) and any local, state, federal, national or international law or governmental order.

19.2 If a delay or failure due to a Force Majeure Event causes a suspension or termination of this agreement, you agree that payment of all services or work completed up to the date of suspension or termination are still payable by you.

19.3 Other than for payments due, if a delay or failure of a party to perform its obligations is caused or anticipated due to a Force Majeure Event:

(a) the performance of that party’s obligations will be suspended; and

(b) neither party will be liable to the other for the delay or failure to perform its obligations

19.4 Other than for payments due, if a delay or failure by a party to perform its obligations due to a Force Majeure Event exceeds 60 days, either party may immediately terminate the agreement on providing notice in writing to the other party.

20.  Assignment

 20.1 Either party may assign or transfer its rights or obligations under this agreement provided that all services and payments are up to date and the party seeking to assign their rights has provided 14 days prior written notice to the other party.

21.  Privacy and confidentiality

21.1 Each party agrees to comply with Australian Privacy Law in the protection of any personal information received by that party in relation to this agreement.

21.2 You may provide information to us that is important and confidential to your business. We will only use that information to provide services to you and will not share it. Other information that you provide will be for publication as part of the services, and that information is likely to be

21.3 Our contracts and business methods are confidential to our business, and you agree to keep them

21.4 These obligations of confidence will cease to apply in relation to information that either party is required to disclose by any law, or which becomes part of the public domain other than as the result of a breach by the disclosing party of its obligations of confidence under this agreement.

22.  General

22.1 Notices

(a) Any required notice between the parties, including a notice of dispute, may be provided electronically in writing to the email contact details notified in the proposal or schedule, or as later notified in writing.

(b) Notices sent electronically are deemed to have been received on the same business day if sent prior to 00pm on that business day and otherwise, the next business day. A business day is one that is not a Saturday, Sunday or public holiday in Brisbane, Australia.

23.2. Severability

If any of these terms and conditions are determined to be invalid or unenforceable, then the invalid or unenforceable provision will be deemed replaced by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the terms and conditions will continue in effect.

23.3. Waiver

Any time or other indulgence granted by us will not in any way amount to a waiver of any of its rights or remedies under this agreement.

23.4  Enforceability

 Even if you do not sign this agreement, you agree to these terms if you request our services and we provide those services.

23.5  Counterparts

 This agreement may be executed in several counterparts, either in paper or electronicially, all of which when signed and taken together constitute a single agreement between the parties.

23.6  Entire agreement

 Whatever ends up in this document is the agreement between the parties and anything else discussed before and or afterward is not part of the agreement or fees charged, unless it was included.

23.7  No relationship

We are providing services to you as an independent contractor and nothing in this agreement should be interpreted to suggest otherwise.

23.8  Governing law

 This agreement is governed by the laws of Queensland, Australia and the parties agree to be subject to the jurisdiction of the courts of Queensland, Australia.

End.