Digital Masters Hub
ABN: 37 733 541 311

This Terms of Service Agreement (the “Agreement”) sets out the terms and conditions on which you (the “Client”) have engaged Digital Masters Hub, to perform certain Services as outlined below. This is a legally binding agreement between you and Digital Masters Hub. By becoming a Digital Masters Hub’s Client, you agree to be legally bound by the terms and conditions set forth in this Agreement. The “Effective Date” of this Agreement shall be the date on which you make the first payment for Services to Digital Masters Hub.

The Terms & Conditions in this agreement apply to any and all parties that have engaged with Digital Masters Hub in any capacity for any of their Services.

SERVICES

1.1 Digital Masters Hub offers digital marketing services specialising in search engine optimisation, search engine marketing, social media marketing and customized services to suit the needs of clients. Services are provided to the Client for mutually agreed keywords, other tasks specified in service packages and prices as agreed between the parties before the commencement of this Agreement.

1.2 The Client authorises Digital Masters Hub to appoint agents and/or contractors from time to time to assist in the provision of the Services under this Agreement.

Digital Masters Hub’s OBLIGATIONS

2.1 Digital Masters Hub will provide Services to the Client in accordance with Digital Masters Hub’s standard policies and procedures. Digital Masters Hub reserves the right to reject Clients for any other reason, at Digital Masters Hub’s sole discretion. Digital Masters Hub will be responsible for all aspects of providing the Services.

2.2 All Digital Masters Hub rules, policies and operating procedures concerning privacy, pricing, customer service, and all other aspects of the Services will apply, and Digital Masters Hub may change its rules, policies and operating procedures from time to time in its sole discretion.

REPORTS AND ACTIVITIES

3.1 Digital Masters Hub’s SEO link building activities (“off-page optimisation”) are confidential and Digital Masters Hub does not disclose these activities. However, to provide the Client with feedback & transparency about how their campaigns are progressing with SEO services, Digital Masters Hub provides access to ranking reports and/or monthly website performance reports.

3.2 Monthly Website Performance Reports are only applicable to Clients whose Proposal explicitly states this as a deliverable.

3.3 Clients who have engaged in “one-off” services are not entitled to monthly reporting, meetings, consultations or Support unless explicitly stated in written correspondence.

3.4 Clients who have purchased one of the SEO Setup Packages are not entitled to Website Performance Reports or any other reports except for confirmation of tasks completed as part of the respective Setup package.

3.5 Clients who have engaged Digital Masters Hub for any Service wherein a Letter of Agreement or Proposal has not been submitted are not entitled to receive any reports or deliverables unless explicitly stated in written correspondence.

3.6 Digital Masters Hub provides results-based services and all reporting is associated with outcomes that have been achieved as a result of our Services. Reporting also includes expert commentary, ongoing recommendations and consultation. Digital Masters Hub’s methods of achieving these results are confidential and proprietary. These methods, backend processes and activities are not reportable to the Client. Hours worked on the Client’s project or Services are not reportable to the Client.

FEES AND PAYMENT

4.1 All fees for Services provided to the Client are due for full payment in advance of the provision of Services.

4.2 For all ongoing Services provided to the Client, the first payment must be made in full prior to the designated Campaign Launch Date, which will be stated in written correspondence between Digital Masters Hub and the Client. The Campaign Launch date marks the beginning of the Client’s monthly Billing Cycle. Thereafter, all monthly payments must be made in full prior to start of the following Billing Cycle, until the Agreement has been cancelled (see 5.1).

4.3 Digital Masters Hub will issue invoices 7 days in advance of the Client’s Billing Cycle, with 7 days Terms. If the Client’s payment cycles/terms are 15 days, 30 days or any specific monthly date or period, the Client must inform Digital Masters Hub so that invoices can be issued accordingly. In any circumstance, Client must ensure that full payment is made prior to commencement of the of the upcoming Billing Cycle (see 4.2).

4.4 A Client can make payments to Digital Masters Hub by bank transfer or credit card. For payments by credit cards, a surcharge of 2% will apply.

4.5 If the Client provides Digital Masters Hub with their credit card information, the Client authorises Digital Masters Hub to automatically charge their credit or debit card for charges that apply to the Client’s account. Recurring charges will be posted to the Client’s credit card until such time that the Client cancels Digital Masters Hub’s services.

4.6 If the payment method is credit card, Digital Masters Hub will attempt to charge the Client’s credit card on the monthly anniversary date of the client’s first ordering services.

4.7 All invoiced fees must be received by 5.00 pm on the stipulated due date on the invoice or an AUD $140 administrative fee will be charged for every 7 day-period.

4.8 Charges not paid by the due date for any reason might result in a suspension of Services until full payment is received.

4.9 The Client acknowledges that any unpaid invoices will be sent to a collection agency after 2 months.

4.10 All fees are non-refundable.

TERM OF AGREEMENT AND CANCELLATION

5.1 This Agreement shall renew at the end of each 30-day period for a successive 30-day term, unless either party provides a minimum of 30 days written notice of its intention not to renew or if both parties agree to enter a new contract term for a determined time period.

5.2 Cancellations become effective on the day they are processed by Digital Masters Hub. The Client will be notified of the cancellation via email.

WARRANTY DISCLAIMERS

6.1 Digital Masters Hub expressly disclaims any and all warranties regarding or related to this agreement other than those imposed by statute under the laws of the Commonwealth of Australia.

6.2 Digital Masters Hub makes no warranty or representation:

6.2.1. as to the position your advertisement is placed on a search result page, or the frequency and time of day that your advertisement is displayed;

6.2.2. for any specific result on any search engine;

6.2.3. as to the quantity or quality of increased traffic or sales to the Client’s Website; or

6.2.4. as to Client Website’s ranking. In particular, the Client acknowledges that the search engines change their ranking algorithms on a regular basis and new sites and competitor sites may be being optimised and submitted continually.

6.3 While Google’s results are displayed on other search engines, Digital Masters Hub’s Services are aimed at increasing visibility and boosting traffic from Google. Google does change its algorithm and Digital Masters Hub is not responsible for the client’s rankings due to this algorithm change. Digital Masters Hub will endeavour to maintain the Client’s Google rankings, but the Client acknowledges that Digital Masters Hub is not liable for any loss of business due to ranking fluctuations caused by Google algorithm changes. Plus, if the Client has had any previous search engine optimisation work carried out on their website by another organisation, Digital Masters Hub is not responsible for the Client’s ranking fluctuations that may have been caused by this previous SEO work.

6.4 The Client acknowledges and agrees that:

6.4.1. the information available on or through the Client’s Website following the application of the Services is not reviewed, controlled or examined by Digital Masters Hub in any way before it appears on Client’s Website;

6.4.2. Digital Masters Hub does not endorse, verify or otherwise certify the contents of any such information; and

6.4.3. The Client remains at all times legally responsible for the content of the Client’s Websites (including in connection with infringement of intellectual property rights of any other party).

6.4.4. Digital Masters Hub has no control over the policies of search engines with respect to the type of sites and/or content that they accept now or in the future. The Client’s website may be excluded from any directory or search engine at any time at the sole discretion of the search engine or directory.

6.4.5. Client will provide Admin-level access to their website.

6.4.6. Digital Masters Hub retains the right to display graphics and other web content elements as examples of their work in their portfolio and as content features in other projects.

6.4.7. Digital Masters Hub retains the right add a “Footer Credit Link” on the Client’s website footer, linking to the Digital Masters Hub website. If the Client prefers to not have this Footer Credit Link, this must be stated and agreed to in writing prior to commencement of the Client’s services.

6.4.8. Digital Masters Hub retains the right to suspend Client’s Services if payment has not been received for 15 days into the Client’s Billing Cycle (see 4.2).

6.5 Digital Masters Hub does not warrant or guarantee that:

6.5.1. any information available on or through Digital Masters Hub will be free of infection by viruses, worms, trojan horses or anything else manifesting contaminating or destructive properties; or

6.5.2. that the functions or services performed by Digital Masters Hub or a Supplier will be uninterrupted or error-free, or that defects in Services will be corrected.

6.6 The Client remains responsible for the ongoing security and integrity of their own software, website, networks and systems.

6.7 The Client remains the owner of any content created by Digital Masters Hub on the Client’s social media profiles or the Client’s website. The Client remains responsible for all content on the

Client’s website or the Client’s social media networks such as Facebook, Twitter, Google Plus, LinkedIn, Instagram, Pinterest and other social media networks belonging to the Client or Google AdWords.

6.7.1 If Digital Masters Hub makes any changes to the Client’s website or Google AdWords, the Client remains responsible for checking the content and for correcting it if it is necessary.

6.7.2 Digital Masters Hub does not guarantee any conversion rates or specific numbers of clicks and spend related to SEO, Google AdWords and social media services.

6.7.3 If Digital Masters Hub makes any posts or uploads content or makes any changes to the Client’s social media networks such us on Facebook, Google Plus and Twitter, LinkedIn, Instagram, Pinterest, the Client remains responsible for checking the content and for correcting it if it is necessary.

6.8 The Client agrees to share the Client’s website URL, keywords used for SEO purposes, website design, and/or social media profile URLs created/or managed by Digital Masters Hub on Digital Masters Hub’s marketing materials (such as websites, proposals, and portfolio examples).

INDEMNITY

The Client will indemnify Digital Masters Hub and its customers, suppliers, directors, officers, agents and employees from and against any and all losses, costs, damages, liabilities and expenses (including, without limitation, reasonable legal fees) arising out of or relating to any breach by the Client of any of the terms of this Agreement.

LIMITATION OF LIABILITY

Digital Masters Hub shall not be liable to the Client or any entity or person claiming through or under the Client for any loss of profit or income or other indirect, consequential, incidental, or special damages, whether in an action for contract or tort, in connection with this Agreement, even if Digital Masters Hub has been advised of the possibility of such damages. In no event shall Digital Masters Hub’s liability to the Client hereunder exceed the amount paid to Digital Masters Hub by the Client for the previous one (1) month of services. This limit is cumulative and the existence of more than one claim will not enlarge the limit. The Client acknowledges that these limitations of liability are an essential element of the bargain between the parties and in their absence the terms and conditions of this agreement would be substantially different. The Client accepts that, as a limited liability entity, Digital Masters Hub has an interest in limiting the personal liability of its employees (and contractors). You agree that you will not bring any claim personally against Digital Masters Hub’s employees and contractors in respect of any losses you suffer in connection with the Services provided by Digital Masters Hub.

UNENFORCEABLE PROVISIONS

If any provision of this Agreement is, or is found to be, unenforceable under applicable law, that will not affect the enforceability of the other provisions of this Agreement.

MISCELLANEOUS

This Agreement constitutes the entire understanding and agreement of the parties with respect to the subject matter hereof. This Agreement may be amended from time to time in Digital Masters Hub’s sole discretion. Email communication sent to the Client’s last known email address will be deemed sufficient notice of any such changes in this Agreement. This Agreement shall be binding upon and inure to the benefit of the parties` successors and permitted assigns; provided, however, that the Client may not assign this Agreement, in whole or in part, without Digital Masters Hub’s prior written consent and any assignment by the Client without such consent shall be null and void. This Agreement shall be governed by and interpreted in accordance with the laws of the state of SA (Australia) without regard to its rules pertaining to conflict of laws. Any litigation or dispute resolution related to this Agreement shall take place in Australia, and the parties hereby consent to the jurisdiction of the state and federal courts located therein. Except as otherwise expressly set forth herein, any notice required or permitted to be given under this Agreement shall be sufficient if in writing, in the English language, and sent via email. If any provision of this Agreement shall be held by a court of competent jurisdiction to be unenforceable, that provision will be severed only to the extent minimally necessary, and the remaining provisions of this Agreement will remain in full force and effect. The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default and will not act to amend or negate the rights of the waiving party.

Terms and Condition