Terms & Conditions


1.Overview
Blue Key Marketing (us, our or we) has agreed to provide to the person who accepts this document as client (you) (each a party) the services (each a Service and together the Services) specified in any invoice or proposal (Offer) on these terms and conditions (Ts and Cs). These Ts and Cs (including the Schedule) are incorporated into and form part of our Offer. After payment of any deposit specified in these Ts and Cs or our Offer (Deposit) or the Setup Costs (see below), the Services are invoiced on the beginning of the month cycle net 14 days.


2. Entire Agreement
The Agreement forms the entire agreement between the parties about its subject matter and supersedes all other discussions, negotiations, representations, arrangements, warranties or agreements.


3. Acceptance of the Services
On you accepting our Offer, it will be binding on all parties (Agreement). You can accept by either signing these Ts and Cs or by paying the Deposit to us (Acceptance). If you do not accept the Offer within 28 days from the date that we provide it to you, we are not obliged to proceed with the Offer at our option. Prior to Acceptance, we may withdraw the Offer by notice to you.


4. Minimum Term
The minimum period which you must acquire each Service is set out in the respective clause for that Service, unless otherwise indicated in the Schedule in which case the period in the Schedule will apply (Minimum Term). The Minimum Term for each Service commences once we inform you that the Service is operating (gone “live”) and is suspended for any period which we agree in writing with you. If suspended, the Service will recommence on our written advice to you.

5. Duration of Agreement

This Agreement commences on Acceptance. For each Service which specifies a Minimum Term, subject to clause 4, the Agreement in respect of that Service will continue after the end of the Minimum Term for that Service, until it is terminated by either party on one month’s notice or otherwise ends in accordance with the Agreement. Each Service may be terminated independently of any other Services after the end of its Minimum Term. For each Service which does not specify a Minimum Term, the Agreement for that Service will continue until the later of us finishing delivery of those Service or termination of this Agreement.


6. Fees and payment
Our fees for providing each Service (Fees) are outlined in the quote to these Ts and Cs (Schedule). Fees for each Service comprise:
a. the Deposit, any one-time cost or setup cost (Setup Cost) is payable on Acceptance and is not refundable; and
b. the sum of the MMF (see below) and the monthly ad spend, if applicable (Monthly Fee). The MMF is paid for each month of the Minimum Term and any extension agreed. It is payable monthly in advance with the first monthly fee being due upon commencement of the campaign.


Each MMF is payable before the month to which the invoice relates. The monthly ad spend is due in accordance with the Ts and Cs of the applicable service. The MMF in each month is determined as the greater of the monthly management fee as specified in the Schedule for the relevant Service and 20% of Monthly Ad Spend, unless otherwise stated. Where the amount payable is greater than the Monthly Fee paid for the relevant month, we will invoice you for the difference in the following month. We will issue an invoice to you for the Fees. With the exception of the Deposit, the Setup Cost, and the first Monthly Fee (which are payable on Acceptance), you agree to pay each invoice on or before its due date. If we request that you pay the Monthly Fee by direct debit authority you will promptly set up a suitable authority. You must pay our invoices in full without set off, deduction or counterclaim and you acknowledge that this clause may be relied on in bar of any such proceeding.


We facilitate ad spend on your behalf as your disclosed agent. We have no liability to pay these amounts arising in respect of the ad spend. These amounts of the outstanding monthly ad spend are totally and solely your responsibility. You must provide us with credit card information which we will make available to the relevant supplier of those services for payment of the monthly ad spend. If your credit card is declined for any reason, you must rectify the issue or provide us with an alternative payment method within 48 business hours at our request. You will maintain during the Term a credit card account with sufficient available credit to satisfy any charges under this Agreement. You irrevocably authorise us to provide your information to the applicable provider (for Facebook, Google Ads or Remarketing services including AdRoll) in the event it is requested from us to recover any outstanding ad spend balance. You authorise us to disclose detail of your credit card to third parties for the purposes of this Agreement and indemnify us in respect of any claim or liability arising from the misuse of your credit card other than for our fraud or wilful misuse and release us from any claim or liability not indemnified.


7. Providing Necessary Access
To effectively deliver each Service, it’s crucial that you share with us any necessary information or grant us access to your systems as we reasonably require. This includes, but is not limited to, access to your website, analytics tools, advertising accounts, content management systems, and hosting control panels. We expect this information or access to be provided within 14 days of Acceptance or as soon as it becomes available to you.

8. Approval Process and Information Provision
Before launching any Service that will be publicly accessible, we’ll seek your Approval. You’ll have the opportunity to review the Service and request any changes. Remember, requests for changes outside the original scope may lead to additional charges. We rely on timely communication, so if we don’t hear back from you within 5 Business Days of a request, we’ll assume you’re happy to proceed.

9. Design Services
For web design, landing pages, and sales funnels, here’s how we’ll proceed:

a. An initial 60% of the total Fee for the Design Service is required as a Setup Cost before we begin work.

b. The remaining 40% is due before we move onto the development phase.

You’re entitled to one complimentary revision, with any further changes potentially incurring additional fees. If delays on your end extend the project beyond 6 weeks of the agreed timeline, we may need to terminate the service, with the full Fee still applicable.

10. Advertising Campaigns
In agreeing to undertake an advertising campaign using Google Ads, please understand:

a. The Minimum Term for this service is 3 months.

b. You will handle the creation of your advertising account, including analytics setup, if needed.

c. This account will adhere to the ongoing terms and conditions set by the platform, which may change over time.

d. You’re also responsible for any platform-specific charges incurred through the campaign. Failure to pay these charges on demand could lead to a suspension of services until resolved.

e. While we strive for success, we cannot guarantee specific increases in sales or business activity as a result of this service.

11. Liability and Ad Refusal
In utilizing our Google Ads Service, please be aware:


a. We cannot be held responsible for any loss or damage that arises from the use of the Google Ads Service, except in cases where such loss or damage is a direct result of our negligence.


b. It’s important to understand that Google has the authority to reject any advertisement at any point, for any given reason (referred to as “Google Refusal”). Such decisions are beyond our control.
c. In the event of a Google Refusal, we will make reasonable efforts to appeal and reverse the decision. However, there’s a possibility that these efforts may not succeed. Should a Google Refusal occur (excluding situations arising from our negligence), you are still obligated to fulfill the payment obligations for the Google Ads Service.


12. Search Engine Optimization (SEO)
Commitment As part of our SEO Service offering, we commit to the following, barring any specific limitations outlined in our Offer:

a. We aim to achieve improvements in your website’s search engine ranking. We do not guarantee any keywords will rank on page 1 of Google (search results relevant to [country], unless stated otherwise).

b. The Minimum Term for the SEO Service is set at 6 months.
c. The aforementioned success is subject to certain conditions not being met, including but not limited to:


i. The introduction of a new domain without redirecting from an existing, actively used domain (Aged Domain).
ii. Any alterations or removals made to the “on-page” optimization work we’ve implemented, including changes to theme files and scripts.


iii. If your website contains poor or duplicated content, operates on an SEO-unfriendly CMS, is under a penalty from Google (either automatic or manual), has an unnatural link profile, or is hosted on a server that is considered slow, unreliable, or blacklisted.
iv. Poor development of your website or if it has been compromised by hacking. v. Inability on our part to gain access to your website or its CMS system.


d. The SEO begins once we notify you that the “on-page” optimization process, including your approval of the content, is complete.


13. SEO Service Conditions
a. We do not guarantee that the SEO Service will lead to an increase in sales or business activity.
b. We are not liable for any loss or damage resulting from the SEO Service, except due to our negligence.
c. Google’s algorithm updates may negatively affect your website’s rankings. While we will try to mitigate any adverse effects promptly, we cannot promise ranking improvements. In some instances, transferring your website to a new domain may be necessary to eliminate penalties. If recommended, you must agree to this change and bear any related costs for the SEO Guarantee to remain valid.
d. We reserve the right to include our “Digital Marketing by [Your Company Name]” link in the footer of your web pages or mobile applications.


14. Facebook Advertising Service
a. The Minimum Term for our Facebook Advertising Service is 3 months.
b. You will create and manage a Facebook ad account for you, including setting up Google Analytics if needed (Facebook Account).
c. You are responsible for any fees charged by Facebook in relation to the Facebook Advertising Service (Facebook Fee). Failure to pay the Facebook Fee on demand may result in the suspension of your Facebook Service without penalty. The Monthly Fee for the Facebook Service will still apply during any suspension period until the Facebook Fee is paid.
d. You will have direct access to the Facebook Ads Manager during or the term of the Agreement.
e. All intellectual property rights in the content created as part of the Facebook Service belong exclusively to us.
f. We do not guarantee that the Facebook Service will lead to an increase in sales or business activity.
g. We are not liable for any loss or damage resulting from the Facebook Service, except due to our negligence.
h. In case of a Facebook Refusal, we will attempt to resolve the issue. However, success is not guaranteed. If a Facebook Refusal occurs (not due to our negligence), you remain responsible for paying the Fee for the Facebook Service.


15. Website Hosting Service
For optimal performance, we advise hosting your website on a dependable server located within your country. You have the option to utilize our Hosting Service for this purpose. Should you choose our Hosting Service, please be aware of the following terms:
a. The Hosting Service is subject to a Minimum Term of 6 months.
b. To maintain the security and integrity of our hosting environment, direct access to FTP or cPanel will not be provided, except at our discretion.
c. Occasional maintenance, upgrades, or server replacements (Server Admin) may necessitate temporary suspension of the Hosting Service. We will endeavor to notify you of any scheduled Server Admin activities in advance. However, should urgent Server Admin needs arise, we reserve the right to proceed without prior notice, acknowledging that this may result in Hosting Service interruptions.
d. Monthly Fees for the Hosting Service will not be adjusted in response to any suspensions caused by Server Admin activities.
Upon termination of the Hosting Service, provided all outstanding fees have been settled:
a. We will grant you, or your designated third-party provider, complete cPanel and/or FTP access to facilitate the transfer of your website.
b. Our obligation to retain any data related to your website, including files, databases, or design materials, will cease.

16. Remarketing Service
If we agree to conduct a remarketing campaign on your behalf (Remarketing Service), the following conditions apply:
a. The Minimum Term for the Remarketing Service is 1 month.
b. Direct access to the Remarketing Service account will not be granted, and all associated information within that account remains our intellectual property.
c. The Remarketing Service is governed by the terms and conditions of the applicable remarketing platform (e.g., Facebook, Google Ads, AdRoll, or any similar platform). Each platform retains the right to refuse an advertisement at any time, for any reason (Platform Refusal).
d. In the event of a Platform Refusal, we will attempt to resolve the issue. Nonetheless, our efforts may not always be successful. Should we encounter a Platform Refusal (not due to our negligence), you are still obligated to fulfill payment for the Remarketing Service.
e. While we strive to enhance your sales or business activity through the Remarketing Service, we cannot guarantee such outcomes.
f. We shall not be held liable for any loss or damage that arises from the Remarketing Service, except in cases of our negligence.
g. Beyond our service fees, you are responsible for settling any invoices issued by the platform for their services, including pay-per-click fees related to your Remarketing Service. Failure to pay these invoices on time may result in the suspension of your services until payment is made.
h. At our sole discretion, you may be permitted to update the creative content associated with the Remarketing Service every 90 days from the commencement of our service.

17. Breach and Termination Conditions
This section outlines the circumstances under which we may terminate our Agreement with you, emphasizing the importance of compliance and collaboration in maintaining the services we provide:

a. Failure to fulfill payment obligations by the due date is a serious breach. We expect timely payment for services rendered.

b. If you revoke the established direct debit authorisation without presenting a viable alternative payment method, it disrupts financial arrangements.

c. Ignoring our professional recommendations or advice regarding the operation of the services can lead to inefficiencies or failures in achieving desired outcomes.

d. Conducting your advertising campaigns that directly compete with our services undermines our efforts and violates our agreement.

e. Any breach of the Agreement’s terms requires immediate attention. If not rectified promptly, it constitutes grounds for termination.

f. Communication is key. A failure to respond within 5 Business Days hampers effective management and progress.

g. Disparaging remarks or unprofessional conduct towards us, especially in public forums, damages our professional relationship and reputation.

In cases of breach (except for certain conditions which will have a 14-day remedy period), if the issue is not resolved to our satisfaction within the specified timeframe, we reserve the right to terminate the Agreement.

Early termination of a service before the end of its Minimum Term without our consent incurs a Termination Fee. Post Minimum Term, either party may terminate with one month’s written notice.

Should there be a failure to pay an invoice on time, consequences include:

a. Suspension of service until full payment is received.

b. Initiation of debt collection actions if payment is not made within 14 days post-due date.

c. Potential termination of the Agreement.

d. Restriction or alteration of access to the services.

e. Interest charges on overdue amounts at a rate of 10% per annum for services provided in Australia, with rates varying for services outside Australia according to local legislation.

18. Confidentiality Obligations

Confidential Information is critical to our mutual trust and includes any information disclosed by one party to the other that is not publicly known. This encompasses the terms of this Agreement and any other sensitive information.

a. The recipient of such information must not use or disclose it outside the scope of this Agreement without explicit written consent from the disclosing party, except as required by law or regulatory bodies.

b. Confidential Information may be shared with officers, employees, or advisors solely for fulfilling obligations or exercising rights under this Agreement, provided that it remains confidential and secure from unauthorized use or disclosure.

Intellectual Property Rights and Responsibilities
This clause outlines the responsibilities and rights regarding intellectual property (IP) within the framework of our services and agreement. Both parties guarantee the following:
Ownership and Licensing:
Each party asserts that they either own or possess the necessary licenses for the technology and all forms of works as defined under the Copyright Act 1968 (Cth). This includes, but is not limited to, text, graphics, images, logos, sound and video clips, data compilations, the arrangement of page layouts, code, software, and other forms of content provided (either directly or indirectly) for the purposes of this Agreement, hereinafter referred to as “Existing Content”. Any exceptions to this will be clearly stated in writing.
Compliance of Provided Content:
The Existing Content supplied by either party must adhere to the following conditions:
a. It does not infringe upon the intellectual property rights of any third party.
b.It is neither fraudulent, stolen, nor in any manner unlawful.
c.It complies with all relevant laws, statutes, ordinances, or regulations, including but not limited to those related to export control, consumer protection, unfair competition, and criminal law.
d.It does not, in our reasonable opinion, threaten, harass any individual, or contain defamatory content.
e.It is free from viruses or any other computer codes, files, or programs designed to interrupt, limit, or destroy the functionality of any software, hardware, or telecommunications equipment.
We hold the right to decline any Existing Content that we believe violates the above stipulations.


Rights Retention and Ownership:
Existing Content:
Each party will retain all rights to their respective Existing Content. This ensures that original creators maintain control over their IP unless otherwise agreed upon.
Contributed Content:


All content created by us in connection with the services provided under this Agreement (“Contributed Content”) remains our property. We, Blue Key Marketing, retain all rights and ownership over such Contributed Content. You are granted permission to use our Contributed Content strictly within the bounds of this Agreement and only with explicit authorization from Blue Key Marketing. Even after fulfilling payment obligations for our services and/or upon termination of this Agreement, you will not acquire any rights to the Contributed Content.
These provisions are designed to protect the intellectual property of both parties and ensure that all content used or created in the course of our services is utilized lawfully and ethically.


19. Warranties and Representations
In entering into this Agreement, both parties make certain warranties to the fullest extent permissible under applicable law, acknowledging that some conditions and warranties cannot be excluded without contravening those laws or rendering the exclusions void.

a. **Authorization**: Each party affirms that it has the proper authorization to enter into this Agreement.

b. **Capacity**: It is warranted that each party has the full capacity to execute, deliver, and fulfill its obligations as stipulated in this Agreement.

c. **Legality and Enforceability**: The Agreement is represented as a legal, valid, and binding obligation, enforceable against each party according to its terms.

d. **Content Use Authorization**: Both parties guarantee they are authorized to use any content they provide within the scope of this Agreement.

e. **Content Legality**: It is warranted that no content either party causes to be published, displayed, or associated with will contain material that is illegal or deemed unethical, according to reasonable standards.

20. Limitation of Liability
The liability for any breach of conditions that cannot be legally excluded is limited, at our option, to:

– The re-supply of the Service;
– The rectification of the Service; or
– The payment of the costs of having the Service replaced or rectified.

Furthermore, to the maximum extent permitted by law, we exclude all liability for loss or damage, including but not limited to loss of profits, revenue, goodwill, data, or business interruption, arising out of or in connection with the Services provided. This exclusion applies to:

a. Direct and indirect losses, whether foreseeable or not;

b. Failures to supply Services due to circumstances beyond our reasonable control, such as natural disasters, governmental actions, war, equipment failure, or resource unavailability.

Additionally, the parties agree that:

a. We shall not be liable for special, incidental, indirect, punitive, or consequential damages, including lost profits or injury to goodwill, resulting from the use of the Services.

b. You assume all risks associated with the use of the Services.

c. Liability for any loss arising from negligence, breach of this agreement (except as specified), or warranty is capped at the lesser of the invoice value of the Services in question or $2,000, unless otherwise stated.

d. Compliance with relevant legislation or regulations concerning copy and creative materials produced under this Agreement is your responsibility.

e. You release us from any other loss, claim, demand, or cause of action not specifically mentioned herein.

f. Neither party will bear liability for losses caused or contributed to by the actions or omissions of the other party or its agents, employees, or subcontractors.


21. Indemnity Clause
Under this clause, you agree to unconditionally and irrevocably protect us from any legal action, claims, demands, losses, liabilities, or costs (including legal fees on a full indemnity basis). This indemnification covers all aspects related to the services provided under this agreement, including but not limited to any issues arising from the sale of products or services through your website. Essentially, you are agreeing to bear the financial burden of any legal challenges or liabilities that may arise from your use of our services, ensuring that we, along with our officers, employees, and agents, remain unaffected by such disputes.


22. Severability
This provision ensures the continuity of the agreement even if part of it is found to be void, invalid, or unenforceable. Should any part of this agreement not hold up in court or be deemed unenforceable for any reason, that specific section can be removed or altered without affecting the rest of the agreement’s validity and enforceability. This clause safeguards the overall agreement, allowing it to remain operational even if adjustments need to be made to certain parts.


23. Your Financial Responsibilities
As part of your responsibilities under this agreement, you will cover any fees or charges incurred due to unsuccessful payment attempts. This includes fees charged by your financial institution for each failed debit attempt and any fees for failed payments, along with any costs associated with debt recovery actions taken by us, including legal fees. You consent to us attempting to re-process any unsuccessful payments after 3 business days. If payment fails after 5 business days, you authorize the suspension of all services until the payment issue is resolved. Furthermore, you agree to pay an administrative fee for each failed transaction, which is to be settled within 5 business days of receiving an invoice for such fees.


24. Goods and Services Tax (GST)
Prices advertised or stated in invoices are exclusive of GST, unless stated otherwise. In accordance with the A New Tax System (Goods and Services Tax) Act 1999 (Cth), if GST applies to any transaction under this agreement, the supplier may charge an additional amount equal to the applicable GST, calculated as a percentage of the original transaction value. This GST amount is payable at the same time and in the same manner as the original transaction amount. The supplier is also responsible for issuing a tax invoice and must facilitate the recipient in claiming any input tax credits, rebates, or refunds related to GST. In case of any adjustments to the supply that affect the GST charged, the supplier must issue an adjustment note within ten business days. For clients located overseas who qualify under the terms of this agreement as receiving export services, the supplied services are acknowledged as GST-free, in line with their enjoyment of the services outside of the taxable region.
Notices


For the purposes of this agreement, all notices must be delivered in a written format, which can include personal delivery, traditional mail, or email communication. The timing for when a notice is considered received is as follows: a. Personal Delivery: Acknowledged on the next business day following delivery. b. Postal Service: Recognized on the fifth business day subsequent to the date it was posted. c. Email: Considered received on the next business day after it was sent, provided that if within 12 hours of sending, the sender does not receive an automated notification indicating delivery failure.


Dispute Resolution
In the event of any dispute, controversy, or claim arising from or related to this agreement, the parties are committed to resolving such matters through mediation. The procedure for mediation is outlined below: a. The mediation session will take place in Melbourne, Victoria, Australia. b. It will be conducted within 30 days from the issuance of a notice regarding the dispute. c. The language of mediation will be English. The resolution process will adhere strictly to the rules governing mediation in Victoria, Australia, with both parties agreeing to engage in good faith discussions to resolve the issue.


Governing Law
This agreement is governed by and will be interpreted in accordance with the laws of Victoria, Australia. It explicitly excludes the application of the United Nations Convention on Contracts for the International Sale of Goods. Any legal action or proceeding seeking to enforce any provision of, or based on any right arising out of, this agreement must be brought against any of the parties only in the courts located in Victoria, Australia.


Jurisdiction
The legal jurisdiction for this agreement lies exclusively within the territory of Victoria, Australia. Both parties agree to submit to the exclusive jurisdiction of the courts located within Victoria for any disputes or legal matters arising from this agreement.