Consulting service terms
About our agreement with you
1. Background details
We can’t wait to work with you!
We’re a specialist SEO and content marketing agency that matches strategic SEO thinking with brand-specific content creation to help you attract more customers and grow your business through our various Services.
This document sets out how we deliver our Services to you (Consulting Service Terms).
◤ SBDA, Sunday Best Digital, we, or us means Sunday Best Digital Agency ABN 92 957 182 720
◤ Customer, you, or your means the business who buys Services from us, as set out in an agreed Project Scope.
Our agreement with you
Our agreement with you is set out in:
◤ our written Project Scope,
◤ these Terms, and
◤ Privacy Policy and other policies.
Together, these make up our agreement with you about how we will work together (Agreement).
◤ If there is a conflict between the various parts of this Agreement, the document listed higher in the above list takes priority to the extent of any inconsistency.
What’s included with our Services?
We use reasonable care and skill to provide you with the Services outlined in the agreed Project Scope.
Price and payment
2. Paying for Services
You must pay for Services in the amount and frequency set out in our agreed Project Scope.
◤ We generally ask for payments upfront and may offer options for paying Fees in instalments.
◤ We’ll send invoices that you must pay by the due date.
◤ We may also pass on some expenses to you, which we will invoice you for. We’ll let you know what the expenses will be before we incur them.
For example, reasonable travel expenses if you ask us to attend a workshop in person.
Once off Services
◤ We send you an invoice for our Services upfront and explain the options for paying by instalments in our Project Scope.
Ongoing Projects
◤ For ongoing monthly engagement Projects, we require you to set up a direct debit through our provider GoCardless.
◑ We align your Service and billing cycle to the 1st or 15th of each month.
Extra or add-on Services
◤ If you need extra Services or Out of Scope work on top of the inclusions in our agreed Project Scope, we’ll let you know the price and send you an invoice you’ll need to pay before we start that work.
Late payments attract other costs
If you don’t pay us on time, we may:
◤ stop working on your Project, and
◤ Charge you interest at the current cash rate of interest on overdue accounts, and
◤ engage another organisation (at your cost) to help us recover your debt.
How to pay
◤ You can pay via bank transfer (preferred) or Stripe.
◤ The payment method you choose might have extra conditions from the relevant payment processor (or by your bank, e.g. currency conversions).
◑ Please check the conditions before using your selected payment method.
Delivering our Services
3. Our values
Our values are important to us (and perhaps that’s why we’re working together!). We hope you share our values!
◆ Providing Value, Generosity, Knowledge, Being Genuine
4. Results from our Services
Your results depend on many different factors
We cannot and do not guarantee particular business outcomes for buying our Services. Business outcomes depend on many different factors, including:
◤ current knowledge of SEO and content creation,
◤ your ability and willingness to follow and implement our recommendations,
◤ resources, systems, and team members you have available to develop and create content,
◤ accuracy and completeness of the information you provide us, and other factors.
5. We use reasonable care + skill
We use reasonable care and skill to deliver Services to you. However, you agree that:
◤ We cannot and do not promise our Services or Content will be continuously available or fault-free;
◤ If things outside our reasonable control impact our ability to supply the Service, you agree we are not responsible for impacts on you as a result; and
◤ Services and related content are provided in good faith, based on the information you provide us, and you are responsible for your use of our Services.
For example, if your team don’t complete tasks assigned on time or misinterpret our advice, so you need to re-brief a website designer or a Project is delayed, we’re not responsible for that outcome.
◤ You understand that changes in your product/market mix, online trends, tweaks to algorithms by third-party applications, strategic developments in your chosen market, and other factors might mean our recommendations are no longer accurate or as impactful as intended, despite our best efforts.
6. Office Hours
Our standard Office Hours are: Monday to Friday, 9am – 5pm (excluding Public Holidays in Victoria)
◤ Work required urgently or outside these office hours attracts a premium rate.
◤ We’ll let you know the rate before agreeing to complete the work.
Information + Intellectual Property
7. Protecting personal information
We handle the information you give us in line with our Privacy Policy, available at our Site.
◤ When you buy our Services, you consent to our collection and use of your information in line with these Terms and our other policies, including for marketing purposes (which you can opt-out of at any time).
8. Protecting Confidential Information
We both agree Confidential Information is commercially sensitive and valuable so that unauthorised disclosure or use of the other’s Confidential Information could cause significant damage.
◤ Confidential Information can only be used for the purposes set out in these Terms (i.e. the purpose of buying, supplying, or marketing our Services).
◤ Neither of us can use or disclose the other’s Confidential Information for a purpose not allowed under these Terms without express written consent from the other.
9. Intellectual Property (IP)
When we create content specifically for you
◎ After you pay us in full, we grant you a limited license to use the deliverables we create for your own personal and business use only.
For example, once we deliver your SEO-optimised website copy, you can use that copy for your website, but you cannot sell that copy to someone else (such as a similar business as your own).
◤ We retain all ownership of all rights in deliverables until you pay us in full.
For example, if we collaborate with you to develop a new SEO content strategy, you can use that strategy content (after you pay us!) for your own business, and we keep ownership of the frameworks used to develop the strategy.
10. Our Content
Your obligations when using our Content
As part of the Services we supply, we may include access to some of our own Content.
◤ We own or have the licence to use the IP rights in our Content.
◤ We grant you a limited license to make use of our Intellectual Property within our Content to the extent needed for you to use a Service you buy from us.
◑ We don’t guarantee a specific type of Content will be available for a set length of time, and some Content is only available on a limited or single-use basis.
◤ Unless we give you permission in our agreed Project Scope, you must not copy or create derivative, imitative works of our Content or sell or claim ownership of our Content
◑ As well as being a little ticked off with you, if you misuse our content, we may take action to protect our rights without further notice to you.
◤ If you have questions or want permission to use Content, let’s talk it out.
11. Testimonials + content you give us
If you give feedback in a public forum, you give us permission to use that content and related personal information publicly.
For example, we may take a screenshot of a positive Google review or Instagram story and use that material to promote Sunday Best Digital.
◤ If you send private feedback, you give us permission to use that content anonymously on our Sites. We won’t attach private feedback to you by name without getting your permission first.
◤ If you give permission and later change your mind, let us know, and we’ll make reasonable efforts to remove it.
Resolving issues
12. Let us know if you have an issue
Resolving disputes
If a dispute crops up under these Terms, we both agree to act reasonably to resolve it.
◤ If you are a consumer, you have specific rights when you buy our Services (see accc.gov.au), and these Terms do not replace legal rights you have under the law
◤ If you have an issue with our Services, you’ll need to work with us so we can help resolve that issue. Contact us via Project Scope and include relevant information so we can help resolve your issue.
◤ We confirm we received your complaint within 5 business days and work to investigate and resolve your complaint within 14 days. If we can’t resolve your issue after this, we will be in touch to set out some proposed next steps.
Refunds
We always aim for happy Customers, so if you have concerns, please let us know so we can help resolve them.
◤ If we give you access to downloads or other Content, unless we’ve completely underdelivered on what we promised, you generally aren’t entitled to a refund.
◤ If a refund is required by law, we’ll give that refund.
◤ In other situations, we may choose to refund Fees at our discretion.
13. Delay
Things outside our reasonable control
Neither you nor we are liable to the other for a delay or failure to perform obligations in this Agreement caused by circumstances outside of reasonable control other than the payment of money.
How to manage Service delays and problems
If we become aware of anything likely to result in a material delay in or failure to perform any Services, we will let you know promptly.
14. Paying for losses + limiting liability
Paying us if you cause us loss
To the extent allowed by law, you must pay us for costs we incur caused or contributed to by:
◤ inaccurate or misleading info you give us,
◤ your breach of applicable laws or regulations, or
◤ your use or misuse of Services or our Content.
For example, if you give us content and keywords for an SEO audit, and you get details incorrect, we’re not required to check your information, and we’re not responsible for the outcomes, such as less impactful recommendations on growing your business.
Limiting our liability to you
Nothing in these Terms restricts consumer laws that may apply to your purchase of our Services.
◤ To the extent allowed by law, we exclude all liability for claims by you or a third party for all forms of loss or damage, including loss or inaccuracy of data or loss of business profits or revenue.
◤ Unless we cause loss with our negligence or wilful misconduct, we are not responsible for any loss caused by your use of our Services (or any inability to use a Service).
◤ Where we cannot exclude our liability, our total liability to you is limited to us re-supplying the relevant Service to you or, if applicable, paying to you the cost of re-supplying the relevant Services to you.
Changing or Ending a Project
15. How we’ll manage changes
Project Scope changes must be agreed upon in writing
◤ If either of us wants to change details in an agreed Project Scope, we both need to agree to those changes in writing. Can you cancel or re-schedule Consultations?
We know sometimes things happen, which means you might need to reschedule a Consultation.
◤ If you need to change a Consultation, please let us know as soon as you can. This allows us to offer consultations to other Customers and reschedule your Consultation.
◤ If you arrive late, Consultations may still end at the scheduled time.
◤ Consultation Change Notice: We need at least 48 hours’ notice via email to reschedule a Consultation.
◤ No show: You are not entitled to a refund and must pay the full Fees if you do not attend a Consultation without giving us the required Change Notice.
Can you re-schedule Projects?
We know sometimes things happen, which means you might need to reschedule a Project.
◤ If you need to change Project timeframes, please let us know as soon as you can so we can reallocate resources and try to minimise our costs for you.
◤ Project Change Notice: We need at least 30 days’ notice via email to reschedule a Project.
◤ If you don’t give us the required Change Notice, we may charge a reasonable rescheduling Fee.
16. Ending a Project early
What happens if you end a Project early?
If you end a Project during a Project Period (or if we end a Project because of your actions, see Termination and suspension):
Please note that ongoing services have a minimum engagement period - either 4 or 6 months, depending on the service.
◤ You’re generally not entitled to a refund, depending on the stage of the Project, the Project Scope and Services selected, the work we have already completed, and the access we’ve given you to our Content; and/or
◤ We may charge a reasonable cancellation Fee.
17. Ending this Agreement
When can we suspend or end this Agreement?
Either Customer or Sunday Best Digital can end this Agreement on 30 days’ written notice to the other.
◤ We might charge a reasonable cancellation Fee if you end the Agreement during a Project Period. We might suspend or end this Agreement
We try to discuss and resolve issues with you first but may suspend or terminate a Service at once if:
◤ You do not pay us undisputed Fees after we have given you reasonable notice to pay; or
◤ You’re in breach of this Agreement, and either you can’t fix that breach, or you don’t fix the breach after we give you a reasonable time to fix the breach; or
◤ You fail to give us instructions or complete your obligations within a reasonable time; or
◤ We reasonably consider mutual trust and confidence no longer exist in our relationship with you, or your behaviour is likely to damage our reputation.
18. Actions after termination
If we end or suspend a Project Scope because of your behaviour or breach of the Terms:
◤ You must pay for Services received up until the Agreement ends.
◤ You are generally not entitled to a refund for the Fees. We may decide to refund a portion of Fees already paid, less reasonable costs we incurred for Services delivered and/or administrative costs; and
◤ You are no longer allowed to use our Content included with our Services.
General details
19. General agreement details
Changing these Terms
We may change our Terms from time to time. When we do change these Terms, the changes take effect on and from the day we put the updated Terms on our Site or otherwise notify you.
Transferring this Agreement
We may assign, subcontract, or transfer some or all our rights or obligations under this Agreement without notice to you. You cannot assign, subcontract, or transfer your rights or obligations under this Agreement without our consent.
Survival
Some rights and obligations under our agreement with you remain in force after these Terms expire or end. These include the rights and obligations under the following sections: Paying for Services, Ownership of Intellectual Property (IP), Our Content, Paying for losses + limiting liability, and Actions after termination or suspension.
Other general details
◤ Invalid parts severed: If a court of law decides one or more parts of our Agreement with you is invalid, only those parts are severed from the Agreement, and other parts remain in full force and effect.
◤ No waiver: Delay or failure to exercise rights or a partial exercise of rights is not a waiver of those rights. ◤ Force Majeure: Neither party is liable for performance delays or for non-performance due to causes beyond its reasonable control, except for payment obligations.
◤ Full agreement: This agreement outlines the full agreement between us for the Services we supply you. ◤ Governing law: This Agreement is governed by the laws in force in Victoria, and the parties agree to submit to that jurisdiction.
20. Dictionary
Capitalised words have the following meanings
◤ Confidential Information includes all material, IP, non-public, business-related information disclosed or made available to the receiving party through any means relating to a party’s business but excludes information that, without breaching this agreement, is already public or known to the receiving party.
◤ Content means all tools we create, develop, or use to supply you a Service, which might include one or more of the following: access to videos, written information, audio, lessons, digital products, classes, workshops, training plans, feedback, advice, programs, content on our Site, digital products, eBooks, and/or webinars. Sunday Best Digital always retains ownership of all our Content.
◤ Fees mean the charges you pay to us for the Services we provide, as set out in a Project Scope or as otherwise agreed with you.
◤ Intellectual Property (IP) means any and all of the following in any jurisdiction throughout the world: trademarks and service marks, including all applications and registrations, and goodwill connected with the use of them, patents, copyrights, Site, and internet domain names, including all related applications and registrations, trade secrets and confidential know-how, other intellectual property and related proprietary rights, interests, and protections. Our Content forms part of Sunday Best Digital Intellectual Property.
◤ Project Period means the set period of time during which we will provide the specific Services in an agreed Project Scope.
◤ Project Scope means the document we agree with you that outlines the type of Services you buy, the length and type of Project, the included Content, as well as the applicable Fees.
◤ Services means the various search engine optimisation (SEO) content strategy services offered by us from time to time, including coaching, strategy, consulting, courses, webinars, workshops, and other related products and services.
◤ Consultation means scheduled time we agree with you to spend with you to work on helping your business and providing our Services to you.
◤ Site includes our website sundaybestdigital.com.au, and our presence on third-party applications and social media platforms like LinkedIn, Facebook, and @sundaybestdigital on Instagram.
If you have any questions or notices about these Terms or our other policies, let us know, we’d love to help!
Last updated: April 2022
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