Welcome to www.summitone.com.au (our Site).
Our Site gives you an opportunity to browse services offered by CHQM8 GROUP PTY LTD (ACN 625 029
432) trading as Summit One Media (we, us, our, Summit One Media).
These Terms and Conditions (Terms) govern your use of our Site, our Products and Services, and form a
binding contractual agreement between us, and you.
These Terms are important and should be read carefully. Any questions about these Terms must be
directed to us in writing at richardw@summitone.com.au before using our Site, buying our Products or
engaging our Services.
Subject to any subsequent agreements you may be required to enter with us, these Terms constitute
the entire agreement between you and us and supersedes all prior agreements, conduct,
representations and understandings. You confirm you have not entered into this agreement on the basis
of any representation that is not expressly incorporated into this agreement.
1 ACCEPTANCE OF TERMS
1.1 We will provide you with a copy of these Terms and with a quote (Quote) before you
engage our Services, as listed in clauses 4 – 7 (Services) and Product as listed in clause 4—7
(Products).
1.2 By paying any amount to us in respect to the Products and/or Services or otherwise
instructing us to proceed with the Products and/or Services in writing, you acknowledge
that you have read and understood the Terms and the Quote and agree to be bound by
them, and all our other policies.
1.3 Should you request an increase in the level of Services, after receiving the initial Quote, we
will provide you with an amended quote and you agree to be bound by the amended quote
together with our Terms, as at that date.

2 VARIATIONS TO TERMS
2.1 We reserve the right, in our sole discretion, to vary, change or amend any part of these
Terms.
2.2 In that event, we will provide notice of the variation by publishing the updated Terms on
our Site.
2.3 The updated Terms will be taken to have effect on the date of publication.
2.4 Your continued purchase of our Products, use of our Services, and the Site constitutes your
acceptance of the updated Terms and is taken as your agreement to be bound by these
updated Terms.

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2.5 Should you object or disagree to the Terms, your only remedy is to contact us at
richardw@summitone.com.au and immediately discontinue your use of the Products
and/or Services.
3 ADDITIONAL WORK
3.1 Any requested additions to our Services, made after you have received and accepted our
Quote (Additional Work) will incur additional charges or fees and we will provide a further
quote for Additional Work (Further Quote).
3.2 You agree that the Fee for Additional Work shall be as stated in the Further Quote and
payable in accordance with clause 18.1.
3.3 All Additional Work must be submitted and approved by both parties in writing by email.
4 WEBSITE DESIGN SERVICE
4.1 Onboarding
(a) The scope of the onboarding for our Web Design Service covers:
(i) registration to Summit One Media; and
(ii) access to any server or DNS providers; or
(iii) access to media, images and logos
(b) The onboarding process covers 4 hours of work.
4.2 Service – Specific Fees
(a) All additional work that is requested or undertaken beyond the 4 hours will incur an
additional $200 + GST / hour.
(b) Overnight migration to outside servers incurs an additional minimum fee of $500 +
GST depending on the complexity of the migration.
(c) You, the Client, are responsible for all errors after handover. Repairs required due to
errors after handover will incur an additional fee of $200 + GST / hour.
(d) All instances of immediate work required will incur additional emergency rates and
the rate will be at the discretion of Summit One Media.
(e) Emergency work incurred on weekends, public holidays or specified scheduled
downtimes will incur an additional fee of $500 + GST / hour.

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(f) Reassignment of social media tokens incur an additional fee of $200 + GST / hour and
does not guarantee a successful reassignment.

4.3 Design includes:
(a) setup of WordPress CMS and customisation of a licensed version of your theme of
choice;
(b) unique design across all included pages; and
(c) design of basic business logo (font and icon) if required (or we can use graphic
designers to design an advanced logo for additional fees).

4.4 Functionality includes:
(a) if additional functionality is requested, this may be outsourced to our web developer
partner for additional fees (outside the scope of the quote previously provided to
you); and
(b) we may use WordPress plugins – if a specific functionality is required, you may be
required to purchase the plugin and licence yourself.

4.5 SEO setup includes:
(a) page title, meta description, H1-3 tags, image alt tags and keyword optimisations
(using Yoast SEO plugin) will be performed on target pages;
(b) submission of website URL and your business Name, Address and Phone to x10
business directories (to build out your initial backlink profile);
(c) further SEO work may be required if you want to rank in the top organic search
engine results page – this would require a separate SEO campaign.

4.6 Other inclusions consist of (if agreed by us):
(a) setup of a Google My Business/Maps listing and embed this map on your website;
(b) social media links;
(c) use of licensed stock photography from sites such as Shutterstock;
(d) one integration per page i.e. a Mailchimp email signup form, a lead generation
contact form; and

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(e) setup of Google Analytics tracking.
4.7 Domain name
(a) You will purchase your own domain name and setup an account with a domain name
provider.
(b) You will pay the domain name provider for this, not us.
(c) In order for us to provide our Services, we will need access to this account.
4.8 Website hosting
(a) You will be responsible to purchase your own website hosting and set up an account
with a web host provider – we can provide recommendations on this (e.g. SiteGround
or Flywheel).
(b) You will be responsible to pay the web host provider for this, not us.
(c) In order for us to provide our Services, you will need to provide us with access to this
account.
4.9 Email hosting
(a) You will be responsible for your own email hosting, however we recommend a
business email through GSuite by Google.

4.10 Backups
(a) You acknowledge and agree that it is your responsibility to backup your current
website and all associated files and configurations before we start any work. You are
responsible for ensuring that your website is always active, updated and accessible.
(b) You agree that we are not responsible for any loss of backups or data at any time.
4.11 Website content
(a) You must provide us with all of your own website content, including, but not limited
to images, web copy and text, including the text you want on each page, service
descriptions, about page, biographies etc (Website Content).
(b) You agree to provide the Website Content in the following formats:
(i) text/copy: Microsoft Word, rich text, Google Pages or Google Drive;

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(ii) tables: Microsoft Excel or Google Numbers (Clearly labelled and in correct
order);
(iii) images: high resolution where possible (JPEG, PNG files);
(iv) logos: vector format (Illustrator EPS/AI); and
(v) diagrams/maps: vector format (AI) or (JPEG files).
(c) We will use your images or photos if you provide us with them, or stock images if
not.
(d) You acknowledge and agree that you are solely responsible for the Website Content
you provide us.
(e) You acknowledge and agree that it is your responsibility to conduct any trade mark or
copyright searches relating to the Services, unless agreed otherwise with us.
(f) You warrant that you either own or have a licence over the Website Content you
provide to us.
(g) You warrant to the best of your knowledge and belief after making all reasonable
enquires, that the use by us of any Website Content supplied by you will not infringe
any Intellectual Property Rights, as defined in clause 13.3, of any person nor give rise
to any liability to make royalty or other payments to any person.
(h) You agree to indemnify us against all losses, liabilities and demands arising from any
infringement or alleged infringement of any Intellectual Property Rights by the use by
us of any Website Content supplied by you.
(i) We will not knowingly engage in conduct that infringes the intellectual property
rights of another party.
4.12 Timeframe to deliver our Services
(a) The discussed project timeframe and delivery date will be set in the quote for Service
we provide to you.

4.13 Requirement before the website goes live
(a) You acknowledge and agree that final project payment, as referred to in the Quote, is
required in full in order to take your website live and that we will retain the copyright

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to the Intellectual Property until the total of such fees and interest, where applicable,
is paid.
(b) You will receive a handover document containing passwords, how to access the
website and basic editing guides.
(c) You agree to allow us to insert a weblink in the footer of your website which states,
‘Website by Summit One Media’ that links to our website.

4.14 After project delivery
(a) After the project delivery date, you acknowledge and agree that you take full
possession and responsibility of the design, content of the website, CMS, domain
name and website hosting.
(b) You acknowledge and agree that we are not responsible for any copywriting, editing
or updating of your website after the project delivery date.
(c) You acknowledge and agree that we are under no obligation to do any further work
on your website, after the project delivery date, unless we are contracted to do so.
(d) We are available to undertake further website edits or modifications subject to a new
Quote being issued and accepted.
(e) You acknowledge and agree that you have the necessary knowledge to maintain your
website and that it is not our responsibility to provide this knowledge or support to
you after the project delivery date.

5 MARKETING SERVICE
5.1 Onboarding
(a) The scope of the onboarding for our Marketing Service covers:
(i) registration to Summit One Media; and
(ii) access to any server or DNS providers; or
(iii) access to media, images and logos
(b) The onboarding process covers 4 hours of work.

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5.2 The scope of Onboarding covers registration to Summit One Media, access to social
accounts and uploading/integration with any databases required for SMS or email
marketing
5.3 Service – Specific Fees
(a) All additional work that is requested or undertaken beyond the 4 hours will incur an
additional $200 + GST / hour.
(b) Agreement to emergency work is not guaranteed and will be determined based on
the timeframe. Any emergency work or changes to promotions, work or designs can
be prioritised at 500 + GST / hour.
(c) The billing schedule will commence on a mutually agreed upon date between you
and us of which date takes place after the onboarding.

5.4 Revisions
(a) 1 revision is granted for a promotions or designs. Additional work will incur an
additional $200 + GST / hour. Please note that revisions to Web Work amounts to 2
revisions.
(b) Revisions required immediately that are outside the scope of Service will be billed at
emergency rates.
5.5 Commitment period
(a) We provide a 3-month obligation-free period of our marketing Service after which
time you agree to enter a 12-month agreement for our marketing Service which will
automatically commences at the expiry of the 3-months grace period.
(b) The obligation-free period mentioned in clause 5.5(a) begins the day onboarding is
completed.
5.6 Your responsibility
(a) As a condition of providing to you our Service we require from you a monthly
commitment of a minimum of 30 minutes to attend a consultation meeting
(Consultation).
(b) The Consultation may take place via audio-video link or telephone unless otherwise
agreed upon by both parties in writing. Note that physical attendance is not required.

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(c) If you fail to attend the Consultation and do not provide us with prior notice of
cancellation, you waive all grounds to exit this agreement should a dispute arise
regarding our Services.
(d) It is your responsibility to comply with the relevant laws regarding the engagement of
our Service. Non-compliance and irresponsible use can lead to the removal of your
access to your account during the contract period.
(e) We are not liable for any financial loss or otherwise resulting from your non-
compliance or irresponsible use and the resulting access removal to your account
that you may face. Please see clause 8 Disclaimer.

5.7 Contacting us
(a) As part of our marketing Service, you will receive support from us when you require.
Please be advised that you may only contact us between 8:00 am – 6:00 pm on EST
(on regular trading days) unless it is a case of emergency.
(b) If we deem the contact to be an emergency, we will charge emergency rates which
are charged on an hourly basis.

6 SEO CAMPAIGN SERVICE
6.1 On-page works may include:
(a) review, recommend & implement internal linking strategy for improved indexing
ability;
(b) review page title structure;
(c) reduce page load time through optimising scripts and images to increase indexing
speed and page views;
(d) review and rewrite page meta descriptions to remove duplication and promote click
through rate;
(e) increase relevance of on page content through effective keyword placement.
Effective use of header tag distribution through design template and content in line
with web standards;
(f) seek to optimise all on-page ranking factors for all target pages;

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(g) review website architecture to ensure minimisation of duplicate content and search
engine friendly URL paths where possible;
(h) ensure efficient search engine indexation by amending any broken / redirected URLs,
executing a XML sitemap strategy and implementing Google Search Console to
closely monitor current and future issues that could impact on quality of website for
SEO; and
(i) setup/optimisation and ongoing management of Google My Business/Maps profile.
6.2 Off-page works may include:
(a) competitor link profile analysis to define and target optimum links;
(b) identify and capitalise on missed link opportunities available through current offsite
marketing/PR activity;
(c) directory submission to major and niche directories around relevant categories;
(d) quality resource links will be sourced to assist long term organic growth;
(e) targeted sites to be of related industries in nature; and
(f) high quality, themed links.
6.3 Success measurements may include:
(a) keyword rank position;
(b) organic traffic via Google Analytics;
(c) site behaviour Google Analytics; and
(d) conversion tracking.
6.4 Communication and reporting includes:
(a) scheduling email – once at the start of each new month, outline works scheduled to
be performed;
(b) output email or notification – as each item of work is completed or if your approval is
required;

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(c) report email – sent when the cycle has finished and with monthly metrics, outputs
and KPIs; and
(d) payment of subsequent month/cycle of work is not dependent on you receiving
report for previous month, as it can take one week or more to complete and compile
the report and data.

6.5 Link building
(a) We may provide link building Services, as specified in the Quote.
(b) The number of links provided is dependent on the SEO budget, the type of SEO work
performed and how competitive each keyword is.
(c) We offer no guarantee for the length of time each link will remain live after the point
at which it has been confirmed and reported to you.
(d) You acknowledge that we are not liable for the content of those sites. Use of any
such linked web site is at your own risk.
(e) The inclusion of any link does not imply endorsement by us of the site.

7 SMS & EMAIL PLATFORM
7.1 See clause 10 Registering your details.
7.2 Miscellaneous
(a) User credentials are non-transferable. Thus, each members of your company must
use their own registered credentials to access Summit One Media.
(b) Noted that our SMS & Email Platform Service currently does not require you to enter
into a mobile contract to use this Service.
(c) All clients are currently post-paid when using this Service and it is requirement of
Summit One Media that all such clients are manually verified.

8 DISCLAIMER
8.1 General Disclaimer
(a) We offer a number of Services and Products on our Site.
(b) You acknowledge and agree that each Service or Product offering may have different
terms, prices and fees, as displayed on our Site or as contained in any contract
entered into with you and us for those Services.

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(c) We provide the Services on an “as-is” and “as available” basis and whilst every effort
is taken to ensure the content provided and the Website is accurate, we make no
representations and give no guarantees or warranties about the currency, suitability,
reliability, availability, timeliness and/or accuracy of the content and the Website for
any purpose.
(d) You acknowledge and agree that we, our employees, affiliates and representatives
are not responsible for any consequences, undesired or otherwise, that may flow
from your engagement of our Services.
(e) We cannot and do not make any guarantees about your ability to achieve results or
earn any money by engaging our Services. You acknowledge that there is an inherent
risk and uncertainty in any business enterprise or online activity and agree there is no
guarantee that you will achieve results or earn any money as a result of engaging our
Services.
(f) Any testimonials and examples of our Services, wherever published (online or in
print) are not to be taken as a guarantee that you will have the same or similar
results.
(g) We expressly disclaim any and all claims arising from any representations made,
whether express or implied, or reliance upon any representations made in relation to
our recommendations, or information supplied to you. You also acknowledge and
agree to hold us harmless for any loss suffered as a result of our recommendations
and information supplied in connection with our Services.
(h) We make no warranty, representation, or guarantee regarding the suitability of our
Products and Services for any particular purpose, nor do we assume any liability
whatsoever arising out of the application or use of any Product. You shall not rely on
any data and Product specifications provided by us. It is your responsibility to
independently determine suitability of any Products and to test and verify the same.
(i) You acknowledge and agree that each Product offering may have different terms,
prices and fees, as displayed on our Site or as contained in any contract entered into
with you and us for those Services.
(j) Any timelines or delivery dates are provided by us on an estimated basis only. We
make no guarantee that these timelines or delivery dates will be met as there may be
interfering factors beyond our control, and we are not responsible for any delay in
the delivery of Products.
(k) You acknowledge that some of our Products are created based on instructions,
information and/or images provided by you and you acknowledge and agree that we

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are not responsible if those instructions, information and/or images contain errors or
poor quality images which are incorporated in the Product we deliver to you.
(l) We rely on you to supply the written content and we therefore do not warrant the
quality or accuracy of the results.
8.2 Website design Services disclaimer
(a) We shall not be liable, under any circumstances whatsoever, for any loss of business,
profits or goodwill, loss of use or data, interruption of business, or for any indirect,
special, incidental or consequential damages of any character, that result in any way
from your use or inability to use the online Services or that result from errors,
defects, omissions, delays in operation or transmission, hacking, downtime, hosting
failure, or any other failure of performance of the website, servers or the software.
(b) We make no warranties or representations of any kind, whether expressed or
implied for the Service we are providing.
(c) You agree that should we undertake the Website Design Services dependent on third
party services, including but not limited to 3rd party APIs, website services and
libraries (e.g. Twitter API, Google Maps API, Facebook API), we cannot be held
responsible for changes made to the third party service in question. This includes, but
is not limited to, removal of support services, or changes the way in which a service is
implemented. Should any further work be required as a result of such a change, we
will be required to quote and charge for the additional work on a case-by-case basis.
(d) We do not guarantee that the Services:
(i) provided under these Terms will be uninterrupted or free from errors;
(ii) will meet your requirements, other than as expressly set out in this agreement;
(iii) will be free from external intruders (hackers), virus or worm attack, denial of
service attack, or other persons having unauthorised access to the services or
systems of ours; or
(iv) will produce any particular results, data, sales or other return.

8.3 SEO Services disclaimer
(a) We currently provide the SEO Service to our customers on a monthly subscription
model based on the level of support and on-going optimisation that is required (or
per project).

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(b) We shall provide you with our SEO Service that is aimed, but not guaranteed, to
optimise predefined keywords and phrases, however, you agree to abide by the
terms and conditions set forth herein and in each of our policies and procedures, as
may be amended by us from time to time.
(c) Our SEO Service is not guaranteed to produce results, but will be performed to the
best of our knowledge and ability.
(d) We do not provide any guarantees as to your website keyword ranking and whether
the works carried out will benefit you.
(e) You acknowledge and agree that Search Engines are third party systems with
unknown variables, algorithms and indexing decisions that can change at any time
and without notice over which we have no control. New sites and competitor sites
may be being optimised and submitted continually. We will use best efforts,
techniques and accepted standards to improve your Search Engine Ranking, but
cannot guarantee number one rankings (or any number rankings) of your website on
any major Search Engine using your desired keywords. You further acknowledge that
the website’s ranking with a particular keyword will rely on both the relevancy of that
term on your pages, and the popularity of that term on other websites.
(f) You acknowledge and agree that it is possible for your website keyword rankings to
go backwards, if this were to happen, we would be in no way liable for this or any
loss suffered by you and you acknowledge and agree that no refunds or discounts will
be provided.
(g) You acknowledge and agree that we are not responsible for changes made to the
website by other parties (including you) that adversely affect the search engine
rankings of your website.
(h) You acknowledge and agree that SEO is governed by many factors which are outside
our direct control. Although Google’s organic results are displayed on other search
engines, the work that we carry out is aimed at increasing visibility and boosting
ranking on Google only. It is not possible to give a 100% guarantee for any specific
keyword result or rank as a result of the SEO campaign.
(i) You agree that we may from time to time during the Service, propose changes to any
website owned or operated by you in respect of which the SEO Services are being
provided, including, without limitation, to suggest adjustments to your website in the
event that search engine algorithms change, and which we consider might assist you
in improving the ranking of your website.
(j) You acknowledge and agree that search engines vary in the time taken to index and
include website submissions in their search results and that it may take several

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months for the performance of the SEO Services to have any noticeable effect on
your website’s rank or position in the search result of search engines.
(k) You acknowledge and agree that search engines may vary their search and ranking
algorithms and policies at any time, refuse to accept the submission of any website
or otherwise exclude any website from their directories at any time without reason.
(l) You acknowledge and agree that nothing in these Terms shall constitute an express
or implied warranty or guarantee by us:
(i) concerning the results or success that may be obtained from the use of the
SEO Services;
(ii) as to the accuracy, reliability or content of any information contained in or
provided through the SEO Services, or, for the avoidance of doubt, any
information provided by us in any advice, report or communication to you;
(iii) that the provision of the SEO Services will result in the ranking of your website
improving;
(iv) that the provision of the SEO Services will result in an increased amount of
traffic or users to your website;
(v) concerning any market conditions (whether favourable or not) that may be in
existence at the commencement of the SEO Service will continue; and/or
(vi) that the provision of the SEO Services generally, or any software utilised by us
to provide the SEO Services, will not be subject to, or result in, either errors
and/or delays.
8.4 Google Ads service disclaimer
(a) You acknowledge and agree that we are not responsible for any delays in providing
our Service, which may occur as a result of your failure to respond as requested or
required.
(b) You acknowledge and agree that we will need to limit your access to the Google Ads
account while we manage your campaign, to ensure we are able to fully control and
optimise your campaign outcomes. This means you will not be provided access to the
Google Ads account access, unless this is ‘read only’ access.
(c) You acknowledge and agree that we have no control over the advertising polices of
Google with respect to the sites and/or content that it accepts now or in the future.

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Your campaign and ad variations may be rejected or excluded at any time at the sole
discretion of Google in line with their policies.
(d) You acknowledge and agree that we make no warranty that the Service will generate
any increase in sales, business activity, profits or any other form of improvement to
your business.
(e) You acknowledge and agree that we are not responsible for any of Your Content
contained in your campaign, or links in your ads that direct a user to your website or
landing pages. We are also not responsible for any content contained on your
website or landing pages. You are solely responsible for ensuring your campaign
complies will all applicable Laws and regulations, and does not infringe any third
party’s rights, at all times.

9 FINANCIAL RESULTS AND PROFITABILITY DISCLAIMER
9.1 We cannot and do not make any guarantees about your ability to achieve results or earn
any money with our content, ideas, information, tools, or strategies. You acknowledge that
there is an inherent risk and uncertainty in any business enterprise or activity and agree
there is no guarantee that you will achieve results or earn any money as a result of your
purchase of our Products and/or Services.
9.2 Any financial representations referenced by us on the Site, in our courses, videos, forums or
during the provision of our Services are illustrative of concepts only and should not be
considered as promises for actual or future performance.
9.3 We shall not be liable, under any circumstances whatsoever, for any loss of business, profits
or goodwill, loss of use or data, interruption of business, or for any indirect, special,
incidental or consequential damages of any character, that result in any way from your use
or inability to use our Services.
10 REGISTERING YOUR DETAILS
10.1 Before you purchase our Products and/or Services, we may ask you to register an account
with us.
10.2 All details used to register an account with us must correspond to the business for which
you are registering with us an account. We do not accept personal contact information for
the registration of your account. Examples of personal contact information which we do not
accept are unregistered public email addresses from Gmail, Bigpond, Yahoo or Hotmail.
10.3 Emails from public domains will need to be verified with Summit One Media.
10.4 Any account registered with an unverified email address will be deleted thus resulting in
the loss of any pre-purchased credits.

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10.5 You must provide accurate, complete, and up-to-date registration information, as
requested, and it is your responsibility to inform us of any changes to your registration
information.
10.6 We may at any time request a form of identification to verify your identity.
10.7 If you are a registered user or member to this Site, you acknowledge and agree that:
(a) You are solely responsible for protection and confidentiality of any password or
member identification that may be issued to or subscribed for by you from time to
time (Password);
(b) You will not reveal (or cause to be revealed through any act or omission) your
Password to any other person;
(c) You will immediately notify us if your Password is lost or becomes known to any
other person; and
(d) You are solely responsible for all access to and use of this site via your Password,
whether such access or use is by you or any other person.

10.8 To the extent that you provide personal information, we will treat such information strictly
in accordance with our Privacy Policy.
10.9 You must ensure the security and confidentiality of your registration details, including any
username and/or Password. You must notify us immediately if they become aware of any
unauthorised use of your registered details.
10.10 You will not let any other person use your Password or any registered user member
Services.
11 YOUR OBLIGATIONS
11.1 During the delivery of our Services, you agree to:
(a) respond promptly to our communications in relation to the Services;
(b) provide, within a reasonable amount of time, accurate, complete and current
information, documentation, or media assets reasonably required by us to perform
the Services; and
(c) act in good faith.
11.2 When providing our Services, we may request that you provide us with responses,
feedback, completed questionnaires, copy content, images and other information so we
can best deliver our Services. You agree that you will provide any such information in a
timely manner. Any delays in receiving this information may result in information not being
provided by us to you.

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11.3 See clause 5.6 for further obligations.
12 CONFIDENTIALITY
12.1 Each party (Recipient) must keep secret and confidential and not disclose any Confidential
Information (which is or has been disclosed to the recipient by the other party, its
representatives or advisers), or these Terms, except:
(a) where the information is in the public domain as at the date of these Terms (or
subsequently becomes in the public domain other than by breach of any obligation of
confidentiality binding on the Recipient);
(b) if the Recipient is required to disclose the information by applicable law or the rules
of any other document with statutory content requirements, provided that the
Recipient has to the extent practicable having regard to those obligations and the
required timing of the disclosure consulted with the provider of the information as to
the form and content of the disclosure;
(c) where the disclosure is expressly permitted under these Terms and Conditions or is
required to give effect to these Terms and Conditions;
(d) if disclosure is made to its personnel to the extent necessary to enable the Recipient
to properly perform its obligations under these Terms and Conditions or to conduct
their business generally, in which case the Recipient must ensure that such persons
keep the information secret and confidential and do not disclose the information to
any other person;
(e) where the disclosure is required for use in legal proceedings regarding these Terms
and Conditions; or
(f) if the party to whom the information relates has consented in writing before the
disclosure.

12.2 Each Recipient must ensure that its personnel comply in all respects with the Recipient’s
obligations under this clause.
12.3 Definitions
Confidential Information of a party means all information (in any form):
(a) relating to or arising from the Products and Services;
(b) that concerns that party’s business operations and which any reasonable person
would consider to be of a confidential nature (such as trade secrets, methods,
strategies, client lists, pricing, and other business processes); and but does not
include information that:

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(i) is or becomes independently developed or known by a party through no
breach of these Terms by that party; or
(ii) becomes publicly available, without breach of these Terms.

12.4 This clause survives termination or expiry of these Terms.
13 INTELLECTUAL PROPERTY AND MORAL RIGHTS
13.1 Intellectual Property Rights in Contract Materials and Existing Materials
The parties agree that:
(a) you will own all rights in and to the Contract Materials, as defined below, including
any Intellectual Property Rights which subsist in the Contract Materials or which may
be obtained from the Contract Materials created from the date you engage our
Services;
(b) to the extent necessary to give effect to this clause, we will assign all of the
Intellectual Property Rights in all Contract Materials to you; and
(c) we retain ownership over the Existing Materials, as defined below, and you
acknowledge that you do not acquire any ownership rights by using the Existing
Materials.
13.2 Moral Rights
(a) To the extent permitted by applicable Law, we unconditionally and
irrevocably:
(i) consent to the following acts or omissions in respect of all Contract
Materials created by us in the course of providing the Services:
(A) any use of the Contract Materials that does not identify us as the
author;
(B) falsely attributing the authorship of the Contract Materials or any
content of the Contract materials to you;
(C) materially altering the style, format, colours, content or layout of the
Contract Materials and dealing in any way with the altered Contract
Materials;
(D) reproducing, communicating, adapting, publishing or exhibiting the
Contract Materials, or

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(E) adding any additional content or information to the Contract Materials;
and

(ii) waive all of our Moral Rights in the Contract Materials.

13.3 Definitions
For the purpose of this clause:
Contract Materials means materials, including but not limited to, works, ideas, concepts,
documents, designs, developments, improvements, systems, accounts created for you or
other materials or information created, made or discovered by us:
(a) in the course of providing our Services; and/or
(b) as a result of using your resources (including the Confidential Information and
Intellectual Property Rights).
Contract Materials do not include our work methodologies, reviews and reporting
documents, sources, third party websites and the links contained therein, licensed
software, programs, accounts belonging to us or created for other clients, stock
photography licences, licences to third party service providers, which we may provide to
you from time to time in relation to our Services.
Existing Materials means materials, including, but not limited to, our works, work
methodology, reports, ideas, concepts, designs, inventions, developments, improvements,
stock photography licences, licences to third party service providers, licensed software,
accounts belonging to us or created for other clients, systems, other materials, documents,
information, sources, programs, accounts, created, made or discovered by us prior to
providing our Services to you or outside the scope of our Services that we use or supply in
the course of the provision of our Services.
Intellectual Property Rights means all present and future rights conferred by Law in or in
relation to copyright, trade marks, designs, circuit layouts, plant varieties, business and
domain names, inventions and confidential information and other results of intellectual
activity in the industrial, commercial, scientific, literary or artistic fields whether or not
registrable, registered or patentable.
These rights include:
(a) all rights in all applications to register these rights;
(b) all renewals and extensions of these rights; and
(c) all rights in the nature of these rights, such as Moral Rights.

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Moral Rights means:
(a) rights of integrity of authorship or performership;
(b) rights of attribution of authorship or performership;
(c) rights not to have authorship or performership falsely attributed;
(d) conferred by the Copyright Act 1968 (Cth); and
(e) rights of a similar nature that exist, or may come to exist, anywhere in the world.
13.4 This clause 13 survives termination or expiry of these Terms.
14 COPYRIGHT AND TRADE MARK NOTICES
14.1 All material on this Site, (our Content), is subject to copyright. While you may browse or
print Our Content for non-commercial, personal or internal business use, you must obtain
our prior written permission if you’d like to use, copy or reproduce it. Modification of Our
Content for any other purpose is a violation of our copyright and other proprietary rights,
and is strictly prohibited.
14.2 You acknowledge that you do not acquire any ownership rights by using the Site or Our
Content.
14.3 The trade marks, logos, and Service marks displayed on our Site to denote our brand are
either registered or unregistered trade marks of us (our Marks). Our Marks, whether
registered or unregistered, may not be used in connection with any product or service that
does not belong to us, in any manner that is likely to cause confusion with customers, or in
any manner that disparages us.
14.4 Nothing contained on this Site should be construed as granting, by implication, estoppel or
otherwise, any license or right to use any our Marks without our express written
permission.
14.5 You agree that damages may be an inadequate remedy to a breach of these Terms and
acknowledge that we will be entitled to seek injunctive relief if such steps are necessary to
prevent violations of its intellectual property rights.
14.6 This clause survives termination of these Terms.
15 RIGHT TO SUSPEND, TERMINATE AND REFUND
15.1 We reserve the right to suspend or terminate your use of the Site or our Services generally
if you breach these terms, as determined by us in our sole discretion.

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15.2 Either party may terminate your use of our Site and/or Services by providing to the other
party a minimum of 7 days’ written notice, unless specified otherwise in any specific
Product or Service Terms or contract you have entered into with us.
15.3 If you terminate our Services early (prior to your Services being completed), you
acknowledge and agree that the outstanding fees for those services are payable. We will
issue an invoice for all work accessed or completed (as the case may be) in the course of
providing our Services up to the time and date that written notice was given to us that the
Services were cancelled.
15.4 Clause 15.3 is not applicable for Marketing Services, where you acknowledge and agree to
enter a 12-month minimum agreement which will automatically commence after the initial
3 month period and will automatically renew after each further 12 month period annually
unless you provide us notice in writing at least 14 days prior to the end each renewal
period.
15.5 Refunds are not provided for our Products and/or Services, whether accessed by you or
not, unless we are in breach of the Australian Consumer Law, as set out in Schedule 2 to the
Australian and Competition Act, 2010 (Cth).
15.6 Any initial deposits paid to us for the provision of Services to you are non-refundable.
15.7 Final payments are non-refundable after at the completion of our Services.
15.8 Any refund requests will be assessed on a case-by-case basis, in accordance with the costs
associated with each Product or Service delivered by us, or otherwise where we determine
in our sole discretion that genuine value has not been received or is not able to be received
by you.
16 NON-EXCLUSIVITY
16.1 You acknowledge and agree that we may at all and any times provide our Services to other
Clients in the same or similar industry as you.
16.2 We do not provide our Services on an exclusive basis.
16.3 We will however endeavour to protect the confidential information you provide us and in
accordance with our privacy policy.

17 PRICES/FEES
17.1 All prices for our Products and Services are in Australian Dollars (AUD).
17.2 See clause 4 Web Design, and clause 5 Marketing Service for further pricing information.

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17.3 All prices are inclusive of GST (if applicable) unless indicated otherwise, and exclude
delivery charges and customs duty and other taxes, if applicable.
17.4 All prices are subject to change without notice.
17.5 We reserve the right to modify, cancel and limit any service or work at any time.
17.6 The Quote that we provide to you covers the Service(s) and Product(s) as stated in the
Quote.
17.7 Any Service(s) and/or Products(s) requested by you at any time that are not in the scope of
work in the Quote will incur an extra fee. These extra fees will be sent to you as a Quote for
the additional work.

18 PAYMENTS
18.1 We will send you invoices for our Services in the manner stated in the Quote and you agree
to pay the invoices using the payment method specified in the Quote within 14 days of
receiving such invoices.
18.2 All invoices must be paid in accordance with clause 18.1, before we provide our Services.
18.3 Some of our payments are operated through an online and automated billing system
(Online Payment). Where your payments are made via Online Payment:
(a) You agree to ensure sufficient funds are available in your nominated account to meet
any account withdrawals made by us on their scheduled due dates.
(b) If payment is defaulted or not received, you authorise us to debit any outstanding
funds from your nominated account without need for notification at a future date.
18.4 Where another agent or enterprise is debiting funds pursuant to an arrangement entered
into with us, you also affirm the same rights and undertakings explained in these Terms to
them.
18.5 We reserve the right to suspend or terminate any Product or Service, at our discretion, if
payment is defaulted.
18.6 We reserve the right to on-sell or otherwise authorise a debt-collection or other authorised
agency to collect any amount not paid by you.
18.7 We reserve the right to inform credit watch monitoring services of ongoing defaults trends
or payment-avoiding strategies employed where we deem it is appropriate.

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18.8 We endeavour to work with clients who have financial difficulties to ensure actions such as
those listed above do not happen. If you are having difficulties or require a payment plan,
please contact us.
18.9 In circumstances where we invoice you for payment, payment is due and payable by the
payment date noted on the invoice. Failure to make payment by the payment date may
lead to suspension of use of our Product and/or Services.
18.10 We reserve the right to apply interest at the General Interest Charge applied by the ATO
(which is currently a rate of 8% per annum) to all tax invoices that are more than 30 days
overdue.
18.11 Where payments remain outstanding for more than 30 days, we reserve the right to assign
any debits payable to it to a third party without consultation with the Client.
18.12 If you fail to pay any invoice rendered to you by us within 30 days of the date of the invoice
you acknowledge that we may suspend or terminate the delivery of the Services. We will
not be liable for any loss suffered by you as a result of such suspension or termination.

19 DISCOUNTS, PROMOTIONS AND OFFERS
19.1 From time to time, we may offer the opportunity to purchase our Services at a discounted
or promotional price, subject to these Terms.
19.2 Any discounts, promotions and offers will be confined to the time period and additional
terms of sale in accordance with the details of that respective discount, promotion and/or
offer as published online from time to time on our Site.

20 LIABILITY IS LIMITED
20.1 We provide our Products and Services on an “as is” basis and without any warranties,
representations, or conditions of any kind, whether express, implied or statutory, to the
extent permitted by Law. Subject to the other terms of this clause, we exclude all rights,
representations, guarantees, conditions, warranties, undertakings, remedies or other terms
in relation to the Services that are not expressly set out in these Terms to the maximum
extent permitted by Law.
20.2 Without limiting the generality of clause 20.1, we expressly exclude any liability in contract,
tort or otherwise for any injury, damage, loss, delay or inconvenience caused directly or
indirectly by your use of our Products and Services.
20.3 Subject to the other terms of this clause, our maximum aggregate liability owed to you in
for any loss or damage or injury arising out of or in connection with the supply of our
Services under these Terms, including any breach by us of these Terms however arising,
under any indemnity, in tort (including negligence), under any statute, custom, law or on

24
any other basis, is limited to the actual charges paid by you under these Terms in the one
month period preceding the matter or the event giving rise to the claim.
20.4 The disclaimers, limitations of liability and indemnities within these Terms do not exclude
rights that may not be excluded by Law, including but not limited to, those rights under the
Australian Consumer Law.
20.5 If we are liable to you in relation to a failure to comply with a guarantee that applies under
Division 1 of Part 3-2 of the Australian Consumer Law that cannot be excluded, our total
liability to you for that failure is limited to, at our option, to the resupply of the Services or
the payment of the cost of resupply.
20.6 Subject to the other terms of this clause, we exclude any liability owed to you, whether in
contract, tort (including negligence) or otherwise, for any special, indirect or consequential
loss arising under or in connection with these Terms, including any loss of profits, loss of
sales or business, loss of production, loss of agreements, loss of business opportunity, loss
of anticipated savings, loss of or damage to goodwill or reputation or loss of use or
corruption of data or information.
20.7 This clause applies to the fullest extent permitted by Law and shall survive termination of
these Terms.
21 YOUR INDEMNITY
21.1 You agree to indemnify us and our officers, agents, partners, directors, shareholders and
employees and subcontractors, against any direct losses, liabilities, costs, charges or
expenses and all interest, penalties and legal costs (calculated on a full indemnity basis) and
all other reasonable professional costs and expenses suffered or incurred by us arising out
of or in connection with:
(a) your use of our Products and Services;
(b) any claim made against us or you by a third party arising out of or in connection with
the provision of our Products, Services and/or these Terms;
(c) any breach of these Terms by you, including any failure to pay any fees on time;
(d) the circulation, distribution or publication of any information or materials provided
by you being contrary to Law;
(e) any reliance by you or a third party on our Products or Services or any advice or
information provided in connection with the provision of our Products or Services
and/or these Terms; and
(f) the enforcement of these Terms.

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21.2 You must make payments under this clause in full without set-off or counterclaim, and
without any deduction in respect of taxes unless prohibited by Law.
21.3 We are not responsible, and expressly limit our liability to the extent permitted by Law,
which is without limitation to your rights under the Australian Consumer Law, for damages
of any kind arising out of use, reference to, or reliance or use on any information contained
within our Site or by engaging our Service.
21.4 This clause survives the termination of this agreement.
22 NO DISPARAGEMENT
22.1 At all times, you must not make any public or private statement or comment, whether oral
or in writing, which in our reasonable opinion is adverse to the interest, reputation or
commercial standing of or is in any respect a disparaging remark or representation about us
and/or any of our Services nor any statement that is false and does or has the tendency to
damage our reputation of by any method including but not limited to any social media
platform or review website anywhere in the world.
22.2 Should you breach this clause, you hereby indemnify us in accordance with clause 21
above.
23 FORCE MAJEURE
23.1 We will not be in breach of these Terms or liable to you for any Loss incurred by that you
may incur as a direct result of our failing to perform our obligations or being prevented,
hindered or delayed in performing our obligations under these Terms where such
prevention, hindrance or delay results from a Force Majeure Event.
23.2 If a Force Majeure Event occurs, we will notify the you (Non-affected Party) in writing as
soon as practicable and that notice must state the particulars of the Force Majeure Event
and the anticipated delay.
23.3 On providing the notice in the above clause, we will have the time for performance of the
affected obligations extended for a period equivalent to the period during which
performance has been delayed, hindered or prevented, however, we will continue to use all
reasonable endeavours to perform those obligations.
23.4 The performance of the affected obligations will be resumed as soon as practicable after
such Force Majeure Event is removed or has ceased.
23.5 References to a Force Majeure Event in this clause means: events, circumstances or causes
beyond a party’s reasonable control including (but not limited to):
(a) strikes, lock-outs or other industrial action;
(b) civil commotion, riot, invasion, cyber-attack, service attack, terrorist attack or threat
of terrorist attack, war (whether declared or not) or threat or preparation for war;

26
(c) fire, explosion, storm, flood, earthquake, subsidence or other natural disaster;
(d) epidemic, pandemic, health emergencies, disease;
(e) impossibility of the use of railways, shipping, aircraft, motor transport or other
means of public or private transport;
(f) interruption or failure of utility Services (including the inability to use public, private
telecommunications networks, servers or third party hosting platforms); and
(g) the acts, decrees, legislation, regulations or restrictions of any Government Agency;
however does not include a lack of funds.
23.6 References to Loss in this clause means: any loss, liability, cost, charge, expense, Tax, Duty
or damage of any nature whatsoever, including special, incidental, or consequential
damages, losses or expenses (howsoever arising or caused, including, without limitation,
negligence).
24 SEVERABILITY
24.1 If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the
invalidity of such provision shall not affect the validity of the remaining provisions of these
Terms, which shall remain in full force and effect.

25 NO ASSIGNMENT
25.1 You cannot transfer or assign your rights in accordance with these Terms, including any
membership or registration with us, without our prior written consent.
25.2 We may assign or transfer our rights and obligations under these Terms at any time, upon
prior written notice to you of at least 4 calendar weeks.

26 SUB-CONTRACTING
26.1 We are free to sub-contract any of our obligations under these Terms, but such sub-
contracting will not release us from our liabilities under these Terms.

27 BINDING ON SUCCESSORS
27.1 These Terms shall be for the benefit of and binding upon the parties and their heirs,
executors, successors and permitted assigns.

28 DISPUTE RESOLUTION
28.1 If a dispute arises between the parties in relation to these Terms, the dispute must be dealt
with in accordance with this clause.

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28.2 Any party claiming that a dispute exists must notify the other party to the dispute (Second
Party) in writing of the nature of the dispute.
28.3 In the case of claims against us, all notices are to be provided to
richardw@summitone.com.au.
28.4 If the dispute is not resolved by agreement within 10 business days of the Second Party
receiving the notice referred to above, either party may refer the matter to mediation
conducted by a mediator agreed between the parties within a further 10 business days or
failing agreement within that period, as appointed by the executive director for the time
being of the Australian Commercial Disputes Centre Limited.
28.5 Once a mediator is appointed, the parties agree that:
(a) The costs of the mediator shall be borne equally between the disputing parties.
(b) The chosen mediator shall determine the procedures for mediation.
(c) The chosen mediator will not have the power or authority to make any other
determination in relation to the dispute.

28.6 If the parties have not mediated a resolution of the dispute within 10 business days of the
selection of a mediator, neither party shall be obliged to continue any attempt at mediation
under this clause, and either party may then commence such legal proceedings as it
considers fit in relation to the dispute.
28.7 Nothing in this clause prevents a party from commencing proceedings seeking urgent
interlocutory relief from a court of competent jurisdiction to hear the matter, if, in that
party’s reasonable opinion, it is necessary to protect their rights.
28.8 Despite the existence of a dispute the parties must continue to comply with their
obligations under the contract.
28.9 This clause survives termination of these Terms.
29 APPLICABLE LAW
29.1 These Terms shall be construed in accordance with and governed by the laws of New South
Wales, Australia. You consent to the exclusive jurisdiction of the courts in New South Wales
to determine any matter or dispute which arises between us.

30 YOUR FEEDBACK
30.1 We welcome enquiries or feedback on our Site. Unless specifically stated by you, we shall
treat any information you provide us with, as non-proprietary and non-confidential. Please
see our Privacy Policy for further details.

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30.2 If you have questions or comments regarding this Site or our Services, please email us at
richardw@summitone.com.au. © Progressive Legal Pty Ltd – All legal rights reserved
(2022). These Terms were last updated 9/16/2024 .