Terms and Conditions

About

Welcome to https://honey-digital.com.au (the ‘Website’). This Website is owned and operated by Honey Digital Marketing (ABN 99646153853). Should you continue to use this Website, you are agreeing to comply with and be bound by the following terms and conditions of use (‘Terms’), which together with our Privacy Policy form part of the Terms which govern Honey Digital Marketing’s relationship with you in connection with this Website. Should you not agree with any of these Terms, please do not use our Website or subscribe to our services.

The term ‘Honey Digital Marketing’ or ‘us’ or ‘our’ or ‘we’ refers to Honey Digital Marketing, the owner of the Website. The term ‘client’, ‘you’ or ‘your’ refers to a user of our website and client (‘Client’). If you sign up as a Client you will be required to enter into a separate subscription agreement (‘Subscription Agreement’) with us. As the Client named in the Subscription Agreement registration, you agree with Honey Digital Marketing that in consideration of the supply of our services (‘Services’) the following Terms shall apply as set out and agreed by you in the Subscription Agreement. We may update these Terms from time to time. When Honey Digital Marketing updates the Terms, it will use reasonable endeavours to provide you with notices of updates to the Terms. Any changes to these Terms will be effective from the date published on our Website.

Legal Agreement

This agreement constitutes a legal agreement between Client and Honey Digital Marketing. You accept the Terms by remaining on the Website or signing up for a Subscription Agreement. You may also accept the Terms by clicking to accept or agree to the Terms where this option is made available to you. These Terms and the Subscription Agreement shall constitute the entire agreement between Client and Honey Digital Marketing in relation to the Services and it shall not include any terms and conditions of Client (including on any purchase order or other document submitted by Client) unless agreed to in writing by Honey Digital Marketing.

If you are signing up on behalf of another person, you warrant that you have the legal capacity to enter into these Terms and the Subscription Agreement and have the authorisation of that person. You agree that: You have the authorisation of the person on whose behalf you are applying; and The person on whose behalf you are applying understands and consents to the Terms.

Registration through Website and acceptance of Terms

You must not accept the Terms if you are not of legal age to form a binding contract with Honey Digital Marketing or you are a person barred from receiving our Services under the laws of Australia or other countries including the country in which you are resident. To obtain access to the Services on our Website, Client must sign up for a customer portal account (‘Client Account’). By signing up for a Client Account, Client will be required to accept the Terms by clicking “I accept” in the user interface as a condition of joining as a Client.

By clicking the “sign up now” button you agree to our terms and conditions which gives notice to you through our user interface as follows: By Registering, you agree that you’ve read and accepted our Website Terms and Conditions and you consent to our Privacy Policy. As part of the registration process for our Services, User must provide current, complete and accurate identification, and other information required during the registration process including but not limited to:

• Name;
• Address;
• Phone number;
• A valid email address;
• URLs;
• Requested platform access and;
• Other information as applicable to set up and administer Client Account to access the Client Services through a Subscription Agreement (“Client Data”).

You warrant that any information you give to Honey Digital Marketing in the course of completing the registration process will always be accurate, correct and up to date. If Client Data changes, Client must promptly update Client Account to reflect those changes. After you have completed the registration process, you will be a registered Client of the Website and agree to be bound by the Terms. Each time you use your Login Details, you will be deemed to be authorised to access and use our Website in a manner consistent with this agreement. We have no obligation to investigate the authorisation or source of any such access or use of our Website. You are solely responsible for protecting the security and confidentiality of your Login Details and for all activities on our Website using those Login Details, including without limitation all communications and transmissions and any obligations, including financial obligations, which are incurred on our Website through such access or use of your Login Details.

Clients own all right, title and interest in Client Data. Client grants to Honey Digital Marketing, or to any third parties used by us a license to use Client Data in order for Honey Digital Marketing to perform its obligations under these Terms. Client warrants that Client is authorised to access our Website and that all relevant consents have been obtained to use our Client Services. You agree that you have sole responsibility for protecting the confidentiality of your Login Details. Use of your Login Details by any other unauthorised person may result in the immediate cancellation of your Client Account. Honey Digital Marketing reserves the right to deny anyone access to a Client Account or Google Ads account at any time.

By visiting, registering for, or using the Website, Client agrees that Honey Digital Marketing may send direct communications including short message service (SMS) to the email addresses and details that Client makes available to access our products and services.

Our reliance on your accuracy of information

You acknowledge that our Services are provided on the basis of the accuracy and completeness of the information that you provide us. You warrant the truth, accuracy, currency and completeness of any information you provide us. You further acknowledge that your failure to provide accurate or complete information may adversely affect the quality, efficacy or suitability of the Services.

Term of Agreement

This agreement commences on the date the Client signed up through the Website and is for an indefinite term unless a finish date is specified in the Subscription Agreement or the agreement is suspended, expired or terminated in accordance with these Terms or the terms and conditions in the Subscription Agreement. In the event of any conflict between these Terms and the Subscription Agreement, the Subscription Agreement will prevail.

Honey Digital Marketing Services

Honey Digital Marketing will:

• Supply the work and services described in the Subscription Agreement (‘Services’);
• Where a maximum time per month for the provision of the Services is set out in the Subscription Agreement, provide the Services for a period of time up to that maximum amount per month as set out in the Subscription Agreement;
• Use its best endeavours to ensure the Services are provided in compliance with all applicable Australian laws;
• Act in Client’s best interests and will not intentionally do anything which is unethical or unlawful; and
• Provide only the resources specified in the Subscription Agreement in accordance with the agreed Services.

Additional Services

At the request of Client, Honey Digital Marketing may provide work and services additional to the Services including additional services:

• Set out in the Subscription Agreement; and
• Updates required as a result of changes to any relevant digital interface or services required in respect of matters set out in the Subscription Agreement.

Client agrees and acknowledges that:

• The fee for any Additional Services is not included within the fee for the Services and will be charged at Honey Digital Marketing’s time-based charge out rates, as set out in the Subscription Agreement; and
• Can be processed by submitting a quick quote or another form of purchase order to Honey Digital Marketing in respect of any Additional Services.

Client agrees to pay the agreed fees to Honey Digital Marketing for the Additional Services.

Limitations on Services

Client accepts that: We will not provide the following services under this agreement (subject to Honey Digital Marketing may at its discretion provide these services as Additional Services at the request of Client):

• Support outside Business Hours. In this agreement, Business Hours means 9am to 5pm Brisbane time on any day except a Saturday, Sunday or public holiday in Queensland, Australia;
• Support and/or training or assisting the client in the use of operating systems, ancillary services or software or other platforms;
• Managing authorised usernames and passwords;
• Installing or managing Client’s security measures;
• Support where Services impairment results from installation, un-installation, or use of other software applications;
• Recovery of damage or data loss arising from hard drive or CPU failure, network failure, misuse, negligence, alteration, improper wiring, malware, viruses or failure to complete daily and weekly backups;
• Support where Client has failed to implement a recommendation from Honey Digital Marketing where in the reasonable opinion of Honey Digital Marketing the recommendation should be implemented to ensure Honey Digital Marketing can properly deliver the Services; or
• Consulting services or accelerated development or advanced customisations of or enhancements to or new features of the Services.

Our no overseas outsourcing statement covers 99.9% of the time that we provide our Services to you unless there is an emergency.

Client Authority, Exclusivity and Warranties

Client authorises Honey Digital Marketing to:

• Conduct all activities as may be required to perform the Services;
• Use relevant keywords and phrases, including intellectual property belonging to Client for the purpose of delivering the Services.

Client agrees that Honey Digital will not be responsible for loss of income, human error or negative viewing or reviews of your business or website. Client agrees to be part of our mailing list. Client agrees that the selected digital strategy is chosen by Honey Digital Marketing and daily changes in ad accounts are not always necessary. Client agrees that response time is aimed at 1-7 Business Days. Client agrees that human error can occur and it is the clients responsibility to regularly check their accounts and the Services we provide. Client agrees to take responsibility for keeping payment details up to date for their subscription and advertising accounts. Client agrees that any requested third party recommendations are not the responsibility of Honey Digital and must be dealt with directly. Any issues or time delays with their work is between the client and the contractor. Client agrees to having Honey Digital Marketing’s digital strategy implemented. Honey Digital Marketing will not take advice, audits or recommendations from external sources.

Client’s Responsibilities

In order to ensure that Honey Digital Marketing can efficiently and properly deliver the Services, Client:

• Agrees to have read-only access to its advertising account;
• Must not make changes to its account, campaign, adsets or ads without prior written consent from Honey Digital Marketing;
• Agrees to pay for all ad spend and management fees regardless of results and amount;
• Agrees ad spend is additional and not included in the management fee.
• Must ensure that Client’s websites are active and accessible by Honey Digital Marketing at all times;
• Must notify Honey Digital Marketing each time any modification to Client’s websites is made where that modification may affect the delivery of the Services by Honey Digital Marketing;
• Must not install or use software that may, in the reasonable opinion of Honey Digital Marketing, impair the proper delivery of the Services by Honey Digital Marketing.

Support Provided

Client acknowledges that Honey Digital Marketing relies on third-party interfaces and databases to deliver the Services and, as a result, Honey Digital Marketing cannot guarantee uninterrupted or error-free access to and use of those third-party internet interfaces and databases at all times. Client agrees that email is the preferred form of communication between us and you, and, if needed, Client may book calls in advance using the booking link on our Website.

Fees

Except as otherwise agreed in writing with Honey Digital Marketing: The fee for the Services will be as specified in the Subscription Agreement; Honey Digital Marketing reserves the right to adjust pricing without notice if the Services exceed the scope of work or disbursements provided in the Subscription Agreement. Client agrees to pay the fees advertised or referred through our Website for the purchase of our products and Services through our Client Services. Payment may be made through bank transfer, Pinch, Inc. (“Payment Processing Service”) or otherwise as permitted on our Website. By purchasing our Services, you agree that we may charge you the price listed at the checkout screen, and that any payments made via credit card may attract an additional percentage fee, as charged by the relevant merchant from time-to-time. Pricing is subject to change. Any price increases will be notified via email. When you create a subscription to use our Client Services and accept this agreement, you become a subscriber. You agree that you will be billed for the full term of the current subscription period and that you will pay the subscription fees for the entire current subscription period. If you are the subscriber, you are responsible for paying for your subscription and you authorise us to automatically charge you for any recurring fee through the Payment Processing Service, together with any processing or other associated fees charged by the Payment Processing Service. You warrant that the payment details and any related personal details you provide us are correct. We accept no liability in the event you fail to provide correct or incomplete payment or personal details or for any losses suffered as a result of the fraudulent or unauthorised use of credit cards. The prices for Services provided under this agreement will be as notified to you at the time you order the Services, or as otherwise advised to you at the time of purchase from us. All prices are in Australian Dollars unless otherwise stated and are exclusive of GST. You agree that you are responsible for the payment of GST in the respect of the Products and Services as provided by Honey Digital as set out in the A New Tax System (Goods and Services Tax) Act 1999 (‘GST Act’). In using the Payment Processing Service, you warrant that you have familiarised yourself with, and agree to be bound by, the applicable Terms and Conditions of Use, Privacy Policy and other relevant legal documentation provided by the Payment Processing Service including the relevant fees and charges applied by the Payment Processing Service for online payment gateway services. You are responsible for ensuring that sufficient funds are available at the time of payment processing and that credit card details are correct in order to access our Client Services. If there are payment failures due to insufficient funds, incorrect or outdated payment information, Honey Digital Marketing reserves the right to:

• Recover payment and deny a Client access to our Client Services; or
• Remove client from account;
• Cancel or suspend a Client’s Account if we are unable to process the fees for our Client Services.

You agree that where a request for payment is returned or denied, for whatever reason, by your financial institution or is unpaid by you, then you are liable for any costs, including banking fees and charges associated with any payments. We reserve the right to suspend or terminate a Client Account if any misuse of fraudulent activity is detected. Client access to the Client Services will be disabled when Client Account is suspended, terminated or Client subscription ends. Payment processing fees apply. If you do not wish to pay these, you may set up a direct debit to pay our fees.

Disbursements

Client agrees that external disbursements are not included in Honey Digital Marketing’s fees. Client agrees to reimburse reasonable business expenses incurred by Honey Digital Marketing in the performance of the Services. Honey Digital Marketing will always seek authorisation from Client prior to incurring such expenses. Honey Digital Marketing agrees to provide Client with tax invoices for all expenses that Honey Digital Marketing seeks to have reimbursed.

Tax invoices

Tax invoices will be issued by Honey Digital Marketing and:

• Must be paid on time unless otherwise specified or agreed on the invoice;
• Shall be deemed correct unless disputed in writing within 7 days of the date of the invoice;
• Must be paid in full notwithstanding any counterclaim or set-off Client may claim against Honey Digital Marketing; and
• That are not paid in full and on time will attract interest at 15% per annum, calculated daily as well as admin and or late fees.

The Client shall pay Honey Digital Marketing for all costs incurred by the Honey Digital Marketing in the recovery of any monies owed by the Client to Honey Digital Marketing under this agreement including recovery agent costs, repossession costs, location search costs, process server costs and solicitor costs on a solicitor/client basis. All payments for advertising budgets must be paid by the client based on any of the fees quoted and payment options made available to the Client:

• In the Subscription Agreement or otherwise informed by Honey Digital Marketing to the Client in writing; and
• Any advertising budgets paid on your behalf by Honey Digital Marketing will incur a 5% admin fee.

For payments made by way of Direct Debit (pre-pay):

• The client must ensure that sufficient cleared funds are available in their nominated bank account on the day that the payment is due to be initiated;
• Budget payments to the end supplier will only be made on your behalf upon successful completion of the direct debit transaction and confirmation from Pinch of the transfer of funds to our bank account;
• Any failed direct debit transactions will incur an additional failed payment fee charged directly to your account by Pinch in line with their fee schedule at the prevailing rate at the time the debit is initiated.

Please note that this fee is controlled by Pinch, may change from time to time and is outside the control of Honey Digital Marketing. Honey Digital Marketing will not be held responsible for any campaigns going offline as a result of failed payments; A receipted tax invoice will be sent to you upon successful completion of the transaction.

For payments made by credit card direct to the end provider (post-pay)

The client will be responsible for ensuring that there are sufficient funds available in their denominated credit card for payments to be deducted as required; The client will be responsible for any credit card fees imposed by your bank in relation to these transactions. Honey Digital Marketing will not be held responsible for any campaigns going offline as a result of failed payments and management fees will be required during this time. You accept liability for all losses and Claims incurred through any campaigns going off-line due to non-payment. Your billing starts from the day your account is built notwithstanding what is stated in the automatically generated check out and emails. This is dependent on Honey Digital Marketing getting all of the required information from Client in a timely manner.

Confidentiality

Honey Digital Marketing and Client each agree:

• Not to disclose or use for an improper purpose any Confidential Information received or obtained from the other party; and
• That each party can disclose Confidential Information received by it if, and to the extent:

• Required by law or required by a Court, stock exchange or regulatory or governmental body; or
• The information is disclosed on a confidential basis to professional advisers or bankers; or
• The information is disclosed to a director, officer, employee or agent of the party whose function requires them to have the information; or
• The information is in the public domain otherwise than through the fault of the disclosing party; or
• The other party has agreed to the disclosure in writing, Provided a party intending to disclose information under any of paragraphs (i), (ii), or (iii) above consults with the other party first.

If a party makes any disclosure under any paragraphs (i) and (ii) above it must inform the other party as soon as possible.

“Confidential Information” means all trade secrets, know-how, financial, marketing, management, technical and other information which is confidential or of a sensitive nature, including information regarding business strategy and processes, but excludes information in the public domain. Client agrees that their identity, including the use of their logo, is not considered Confidential Information. Honey Digital Marketing may disclose that it has been engaged by Client, and may feature Client’s brand, logo, and campaign results on Honey Digital Marketing’s website, social media platforms, and other marketing materials.

Intellectual Property

Client agrees that, except as expressly stated in the Subscription Agreement: Honey Digital Marketing owns all title, ownership, moral and proprietary and intellectual property rights (including copyright), registrable or not, in and to all deliverables, materials, documents, presentations, reports, software, data and analysis prepared or provided by Honey Digital Marketing in connection with providing the Services including the source code and back-end tactics used by Honey Digital Marketing to optimise any websites (‘Documents’); Honey Digital Marketing may, subject to clause 17, use such Documents for Honey Digital Marketing’s technical development and marketing purposes.

Licence to Client

For the term of this agreement, Client is granted a limited, revocable, non-transferable, non-sublicensable, royalty-free licence to use the Documents referred to in clause 18 for the sole purpose for which the Services were provided. This includes the provision of all digital assets to the client, including website development files.

Exclusions

Conversion Tracking and Google Ads linking with Google Analytics is subject to the client having a Google Analytics account set up correctly. Google Analytics set up is not included in our Google Ads packages. Tracking codes can be provided and it is the clients responsibility to add them into their website correctly. Google Ads linking with Google Shopping is subject to the client having a Google Merchant Centre account set up correctly. Google Merchant Centre set up or management is not included in our Google Ads packages. Pack inclusions are subject to change or can be excluded with no notice. By signing up, client agrees that Honey Digital Marketing has the right to select the inclusions and exclusions that Honey Digital Marketing considers is best suited to the Client’s business. We reserve the right to revoke any coupon code and charge full price if the code used was not created specifically for you, or is out of date. Client agrees that cancelling your subscription and moving over to invoices does not end this contractual agreement.

Liability

Client agrees that except to the extent caused by the gross negligence, fraudulent act or omission or wilful breach of this agreement by Honey Digital Marketing, Honey Digital Marketing and its officers, employees and contractors shall, to the maximum extent permitted by law, not be liable to Client or its officers and employees or contractors or any other entity for any Claim whatsoever:

• In relation to the provision or non-provision of the Services or arising from any act or omission by Honey Digital Marketing relating to the Services;
• Arising from any act or omission of any third party, including the unavailability or performance of any search engine, relevant internet interface or database or the listing or ranking of any Client’s Website;
• In relation to the matters set out in previous clauses inclusive;
• In relation to the use by Client (or its officers, employees, agents or contractors) of any Documents or in the event that any transaction contemplated by Client does not proceed;
• In relation to any acts or omissions of Client or any third party; or
• Client shall and hereby does indemnify and hold Honey Digital Marketing and its employees and contractors harmless from all such Claims.

In this agreement “Claim” means any claim, expense, demand, action, suit, proceeding, loss or damage of any kind or character (including without limitation for legal costs or special, indirect, punitive or consequential damages, loss of profit or business opportunity or payment of liquidated sums). Client agrees that use of the Honey Digital Marketing Services is at its sole risk, and agrees that to the extent permitted by law, the Services are provided “as is”, with all faults and without warranty of any kind. Accordingly, Honey Digital Marketing is not responsible for any problems, failures or technical malfunctions of any networks, online computer systems, servers or providers, computer equipment, software, or any other object or material, related to Client or the Customer’s use of the Honey Digital Marketing Services. To the fullest extent permitted by law Honey Digital Marketing expressly disclaims any express or implied term, condition, guarantee, statutory or other warranty relating to the Honey Digital Marketing Services and any associated services, and any other services supplied to Client from time to time, including but not limited to warranties and guarantees of acceptability, compliance with description, correspondence with sample, merchantability, fitness for purpose, rendering with due care and skill, achievement of result or provided within a reasonable time, and makes no representations to Client regarding any of these matters. Honey Digital Marketing is not responsible for hacks including any hacks to our external company access. By continuing with Honey Digital Marketing after the initial email stating Client account is ready to access, Client agrees it is happy to proceed with the account set up or restructure. It is the client’s responsibility to check their accounts frequently. It is the client’s responsibility to write to Honey Digital with any legal restrictions, regulations, or limitations. Including but not limited to TGA regulations and trademarks. Client is responsible for checking any copy or keywords within Google Ads. Honey Digital will not be responsible for copy not adhering to laws and is the clients responsibility to adhere to. Client agrees that all advertising comes with risks. Honey Digital will not be responsible for banned accounts, downtime in advertising, restricted accounts, disapproved ads, circumventing advertising policies or any other negative flags Google may put onto an account.

Prior Performance Disclaimer

Client acknowledges that any prior advertising performance (including campaigns run by themselves or another provider) is not a guaranteed baseline, and Honey Digital Marketing does not warrant that campaign performance will meet or exceed prior results. Client agrees that any decrease in revenue or conversions compared to previous campaigns is not the responsibility of Honey Digital Marketing.

Advertising Results Disclaimer and Risk Acknowledgment

Traffic Generation Only

Client acknowledges that Honey Digital Marketing provides digital advertising services (including Google Ads, Meta Ads, and other platforms) to generate traffic, leads, or awareness. Honey Digital Marketing does not guarantee any specific revenue, sales, conversions, or business outcomes.

Client Responsibility for Conversions

Client is solely responsible for the conversion of traffic, including but not limited to website performance, sales process, follow-up, product/service quality, pricing, and lead management. Honey Digital Marketing cannot be held liable for any lost income, missed opportunities, or business outcomes arising from advertising campaigns.

Third-Party Platforms and External Factors

Advertising campaigns rely on third-party platforms, search engines, social media networks, and other external services. Honey Digital Marketing is not responsible for any errors, downtime, policy enforcement, disapprovals, suspensions, or changes in these platforms that may impact campaign performance.

Honey Digital is not responsible for actions, outputs, or changes made by Google’s automated systems or artificial intelligence. This includes, but is not limited to, automatic campaign changes, new features, AI generated videos, images, and ad copy.

Acknowledgment of Risks

Client agrees that all advertising carries inherent risks, including but not limited to fluctuating costs, competition, system glitches, or changes to ad policies. By using Honey Digital Marketing’s services, the client accepts these risks and agrees that Honey Digital Marketing is not liable for any financial loss, reputational damage, or indirect or consequential loss.

Limitation of Liability Applies

This clause operates in conjunction with the Limitation of Liability and Indemnity clauses elsewhere in these Terms. Nothing in this section limits Honey Digital Marketing’s liability for gross negligence, willful misconduct, or fraudulent acts.

Limitation of liability

To the extent permissible at law, Honey Digital Marketing is not liable for any indirect, punitive, incidental, special, consequential or exemplary damages including without limitation any Claims, losses, liability, loss of profits, loss of data, performance results including inside an ad account, revenue, loss of business, goodwill or reputation, death or personal injury or any other intangible loss arising out of or in any way connected with the provision of or failure to provide any Services, or otherwise arising out of the provision of Services. Without limitation to any other clause in this agreement and subject to Honey Digital’s option in clause 22(3), to the full extent permitted by law, the total liability of Honey Digital Marketing to Client in respect of all Claims made by Client under or in connection with this agreement (whether arising out of breach of contract, negligence or any other tort, under statute or otherwise) will not in aggregate exceed the amount payable by Client in the preceding six (6) month period under this agreement.

This agreement is to be read subject to any legislation that prohibits or restricts the exclusion, restriction or modification of any implied warranties, conditions, guarantees or obligations. If such legislation applies, to the extent possible Honey Digital Marketing limits its liability as follows, at Honey Digital Marketing’s option:

• For any claims relating to this agreement to the fees payable under this agreement for the preceding one (1) month; or
• In the case of products: The supply of the products again, or The replacement of the products or the supply of equivalent products, or The repair of the products or the payment of having the products repaired, or The payment of the cost of replacing the products or of acquiring equivalent products, or
• In the case of services: The supply of the services again, The replacement of the services or the supply of equivalent services, or The payment of the cost of having the services supplied again.

Time Limit on Claims

To the maximum extent permitted by law, Honey Digital Marketing is deemed to have been discharged absolutely from all Claims for liability arising from the Services (or from any act or omission of Honey Digital Marketing relating to the Services) at common law or equity or under statute after the expiration of one year from the completion of the Services. Client agrees that it and any persons or entities claiming through Client shall be barred from commencing any action, proceeding or claim whatsoever against Honey Digital Marketing, its officers or employees in respect of the Services. The date of completion of the Services will be the date of the last invoice issued by Honey Digital Marketing for the Services.

Warranties

Subject to Honey Digital Marketing obligations to the maximum extent permitted by law the Services are provided without any warranties of any kind, either express or implied, including warranties of title, non-infringement of fitness for any purpose, accuracy, completeness or currentness. Any warranty which is implied by law or statute is excluded to the maximum extent permitted. Client agrees that it assumes sole and full responsibility for its use of the Services, any and all information or results obtained from the use of the Services, and for the application of such information and results.

Each party warrants and represents to the other party that:

• It has the authority and ability to enter into and perform its obligations under this agreement;
• It will perform its obligations under this agreement;
• No additional authorisation, consent, approval, filing or registration with any court or government department, commission, agency or instrumentality is or will be necessary or required to enter into and give effect to this agreement; and
• The information and representations provided to the other party in relation to the subject matter of this agreement prior to its entry into this agreement is true and correct.

The Australian Consumer Law

Schedule of the Competition and Consumer Act 2010 (Cth) provides consumer rights and remedies that may not be contracted out of, in part or wholly. Where those consumer rights and remedies apply to supply of the Services and cannot be contracted out of, they apply and override any inconsistent provisions in this agreement but only to the extent of the inconsistency. Where Client is entitled to a statutory right or term that Honey Digital Marketing is not able to exclude but Honey Digital Marketing is entitled to limit its remedy for a breach of that right or term, then Honey Digital Marketing’s liability for breach of that right or term is limited to (at Honey Digital Marketing’s election) the supplying of the services again, or the payment of the cost of having the services supplied again.

Indemnity

Client will at all times indemnify and keep indemnified Honey Digital Marketing, and each of its officers, employees, representatives and agents (Indemnified Persons) from and against any Claims made against, or loss incurred by any of Indemnified Persons where such Claim or loss arises out of, in connection with, or in respect of:

• Any breach by Client or any of its officers, agents, employees, sub-contractors (Representatives) of any obligation, representation or warranty under this agreement;
• Any unauthorised acts, omissions, negligence, fraud, wilful default of Client or any of its Representatives.

For the avoidance of doubt, the indemnity set out in this clause requires that Client reimburses Honey Digital Marketing and the Indemnified Persons for all legal and other expenses, including reasonable solicitor’s fees (on a solicitor-own client basis) incurred by Indemnified Persons in connection with defending or settling any Claim or loss.

Non-solicitation

Client agrees:

• Not to, directly or indirectly, employ, solicit, engage or direct for purposes of employment or contracting services any of Honey Digital Marketing’s staff or contractors during the term of this agreement and for a period of 12 months thereafter;
• That if it does not comply with paragraph (a) above, it will pay to Honey Digital Marketing on demand a placement fee of $10,000 in the case of a Honey Digital Marketing employee, 100% of the employee’s total annual remuneration package from Honey Digital Marketing (including superannuation).

Delay/Force majeure

If Honey Digital Marketing is restricted or prevented from performing any of its obligations under this agreement due to any cause or delay whatsoever outside the reasonable control of Honey Digital Marketing including the unavailability of any relevant internet interface or database, then Honey Digital Marketing may give notice of such cause to Client and the time for performance of Honey Digital Marketing’s obligations shall be extended by the period the cause continues.

If the Services have not been provided by 60 days after the original due date either party may terminate this agreement and if this occurs Honey Digital Marketing shall have no liability whatsoever to Client.

Suspension, Expiry and Termination

We require four weeks advance written notice from you to terminate our digital marketing services, this includes ‘pausing’ campaigns/accounts/management. Honey Digital Marketing in its sole discretion may stop or suspend the delivery of the Services and access to all accounts during any period in which an amount owing by Client pursuant to this agreement is overdue.

If your payment is not made for any subscription services, Honey Digital Marketing reserves the right to withhold account access until the payment is made.

If either party is in breach of this agreement then the party alleging the breach may service a default notice on the other party settling out the full particulars of the alleged breach and the acts required to rectify the breach.

A party may terminate this agreement immediately if the breach is not capable of rectification subject to the terms of the Subscription Agreement which prevails.

If not terminated sooner under paragraph 28 (6) of this clause 28, the engagement of Honey Digital Marketing expires at the earlier of the completion of the Services or the finish date specified in the Subscription Agreement (if any).

A party may terminate this agreement only:

• If the Subscription Agreement expressly states that either party may terminate this agreement by notice to the other party, in which case this agreement will terminate on the date that is twenty Business Days after the date such a notice is given, provided that during that period of twenty Business Days all fees and charges as set out in the Subscription Agreement will continue to be payable; or
• If it has issued a notice of default pursuant to clause 28 (4) and the default alleged therein remains unrectified 10 Business Days after service of the default notice (and termination will take effect on the 11 Business Day after service of the default notice provide a notice of termination is given); or
• If the other party goes into liquidation, has a receiver or manager or administrator appointed, is declared bankrupt or becomes subject to Part X of the Bankruptcy Act 1966 (and termination will take effect on giving of a notice of termination).

Honey Digital has the right to terminate a client with no notice if they are deemed to not be a good fit.

Services

In the event of a cancellation of the Google Ads Management service with Honey Digital Marketing, we reserve the right to retain our intellectual property in the account design, digital strategy and optimisation techniques through change history. All 4-week notice periods will be rounded up to the next billing date.

If your payment or subscription is cancelled, the invoices will still remain owing. Client agrees that Google Ads is a traffic creation platform and results are not guaranteed. Client agrees to pay all invoices regardless of results. Client agrees that all advertising comes with risks and making changes in a Google Ads account may have a detrimental outcome.

Google Ads credit

*This is for new accounts only. Usually applied after 90 days of going live, sometimes with a delay depending on Google. Will not apply if client leaves Honey Digital within 120 days. Google will provide a $600 voucher if $600 is spent in the first 60 days. Honey Digital does not guarantee we can spend this in the time frame. This is subject to change with no notice at Googles discretion. Honey Digital does not take responsibility for Google changing their promotions and will not cover or reimburse. Google occasionally does not apply the voucher due to clients not meeting criteria, and does not explain further, Honey Digital is not responsible in this instance. While stocks last. Honey Digital will not cover this cost if Google does not apply the credit. This offer does not apply to white label clients who wish to use their own manager account. To clarify, this is for newly built Google Ads accounts, not existing Google Ads accounts. You will not be eligible for the voucher if you or your business has had a Google Ads account in the past. Changing account names is not permitted and may result in loss of work at clients expense. Honey Digital is not responsible for Google reply times.

In the event ads stop running due to unpaid Google fees, you are still responsible to pay your weekly fees to Honey Digital as you are on a subscription regardless of work completed. Honey Digital does not guarantee weekly changes in the accounts. In the event of ending your contract, you may request ads to be paused or left running. However, this is a request and permission needs to be granted in writing. If no confirmation is received, it is the clients responsibility to pause or enable ads after handover. Training is not provided throughout or upon handover. For white label Google Ads clients, the person who signed up through our website, is liable as the contracting party with Honey Digital to pay the management fee irrespective of whether their own customer has paid the fee or not.

It is the clients responsibility to ensure all items are set up correctly at their end including, but not limited to, Website, Google Analytics, Google Merchant, emails, onboarding forms etc. In the event that fees are not paid on a regular basis or are continually paid after the due date, Honey Digital Marketing will continue the contract at our sole discretion. No refunds are offered. In the event of late payment, a $25 late fee will apply per late payment. In the event of non-payment, 10% per annum will be added to the invoice calculated daily. In the event of claims going to QCAT. The client agrees to pay all fees involved.

All Google Ads packages require 4 weeks; notice. This notice period must be paid regardless of results, spend, pausing, management and account linking. Inclusions and or pricing is subject to change without warning and may not be applicable to your business, therefore may not be included in your selected package. The ultimate decision of inclusions will be made by your account manager on what they deem best for your account and business. A breakdown on changes made in the accounts is not included. It is the client’s responsibility to supply requested information in a timely manner. This includes but is not limited to: access, images, copy. Additional people or companies are not permitted access to your account whilst under the management of Honey Digital.

The combined Meta + Google Ads package requires a minimum paid term of three months, then 4 weeks’ notice rounded up to the following month. Inclusions and contract period apply from date of sign up to the Meta + Google Ads package, or the day your upgrade or downgrade from another pack was confirmed. All Facebook related concerns or issues fall under the management of Spunky Monkey Media and not Honey Digital PTY LTD.

GST

All fees referred to in this agreement do not include goods and services tax (GST) unless expressly stated. In this agreement “GST, “supply”, “taxable supply” and “tax invoice” have the same meaning as in A New Tax System (Goods and Services Tax) Act 1999.

Other

Reference in this agreement to the singular includes the plural, and to any party to this agreement includes the party and its successor, administrator, personal representative, transferees and assigns.

Budgets

Budgets are not always exact. Google can fluctuate. Clients may opt for custom payment arrangements. Choosing to pay in advance overrides the standard terms of our ‘no long-term contracts’ policy and the 4-week notice period.

Google Ads is a top of funnel service. It is the clients responsibility to convert leads sent to their websites. Your ads manager is hired to send traffic to your Website. Honey Digital is not liable for system glitches, flagged/disapproved ads & accounts, money owing to Google Ads, delays in Google support, irrelevant search terms or data, hacking, suspended accounts, Website issues or loss of income. Client agrees to proceed knowing that all advertising comes with risks. We reserve the right to pause advertising activity and/or remove access to any advertising accounts in the event of unpaid invoices. This applies to all advertising accounts to which Honey Digital has been granted access, regardless of whether they were originally set up by Honey Digital or a third party. We don’t recommend less than 3-6 months management for best chance of results.

For Facebook and Instagram Ads, reviews must be posted to Spunky Monkey Media and must not be posted to any social media accounts, google reviews or similar that belong to Honey Digital Marketing.

Notice

A notice to be served under this agreement will be duly served if it is in writing and is sent to the address appearing in the OMP for each party by certified mail, facsimile, personal delivery or email, provided there is proof of delivery.

Assignment

Neither party may assign or transfer any right or obligation under this agreement without the written consent of the other.

Severability

If any provision or part-provision of this agreement is invalid, unenforceable or illegal then it shall be deemed deleted and the remaining parts shall continue to apply with full force and effect.

Responsibility for invoices

By entering this agreement, you are personally responsible for paying all invoices including Honey Digital and Google Ads, including but not limited to; changing rolls, leaving the company, company restructure or company closure.

Governing Law

This agreement is governed by the law in force in Queensland, Australia. Each party irrevocably submits to the jurisdiction of the courts of Queensland, Australia with respect to any Claim which may be brought at any time relating in any way to this Agreement.

Variation

This agreement may only be varied in writing signed by both Parties.

Waiver

Any omission by a party to enforce any provision of this agreement shall not operate as a waiver and will not prejudice the rights of the party to enforce any of the provisions.

Trademarks and Intellectual Property

Honey Digital is not liable for using trademarks on clients behalf and Client grants Honey Digital Marketing a licence to use Client’s intellectual property including trade marks for the purpose of performing its obligations under this agreement.

Survival of clauses

All provisions in this agreement in respect of indemnities, IP ownership, confidentiality and non-solicitation survive the termination of this agreement.

Non-exclusivity

In offering our services to you we are not excluded from offering our services to other organisations, whether competitive to yours or not, unless a separate (from this agreement) exclusive provider contract has been entered into and we are under no obligation to reveal our client list to the public and/or to other clients.

How to Contact Us

Our principal place of business is at Queensland, Australia. Client can contact us by email at the following email address: [email protected]

© Honey Digital Marketing (ABN 99646153853). ALL RIGHTS RESERVED.