Terms & Conditions.

These Terms and Conditions ("Terms") apply to all contracts and all work undertaken by Odin Digital Pty Ltd (ABN 42 691 914 137) ("we", "us") and together with the agreement shall constitute the Agreement between The Client ("you") and us.

The Agreement will commence on the date that you execute a copy of these Terms, make payment of the Deposit, or agree to a payment schedule, whichever is earlier.

If acceptance does not take place within 28 days from the date the Agreement is provided to you, then our offer will lapse and not be capable of acceptance.

The Agreement shall continue in force until:

• the Services have been completed; and
• all Fees and Costs have been paid to us, subject to termination in accordance with the Agreement.

We will provide the selected or outlined services as contained in the agreement ("the Services").

You agree to pay to us the stated Fees for the Services as contained in the agreement, any agreed costs or expenses and additional charges as agreed ("the Fees").

We may terminate this agreement immediately if you:

• 3.1 fail to pay any Fees or Costs when they fall due for payment;
• 3.2 contravene any obligations pursuant to the terms of this Agreement;
• 3.3 fail to respond to our communication in a reasonable and timely manner;
• 3.4 fail to act in a professional manner;
• 3.5 disparage us on social media, forums, reviews or websites;
• 3.6 fail to supply timely and adequate access to any of the platforms or tools that we will require to perform the Services;
• 3.7 cancel any Direct Debit Authority.

Termination of the Agreement under clause 3 does not affect your liability to pay the Fees and Costs.

Either party may terminate this agreement immediately by giving written notice of termination to the other party if:

• The other party commits a material breach of this Agreement and fails to remedy the breach within 30 days following receiving written notice.
• The other party persistently breaches this Agreement irrespective of whether such breaches collectively constitute a material breach.

Either party may terminate this Agreement by giving the other party written notice of termination to work until the end of the current billing month.

Where this Agreement is validly terminated by you in accordance with clause 3.4, you agree to pay a break fee equal to 1 months fees remaining due under our agreement together with all Costs due as at the date of termination.

The termination of this Agreement shall be without prejudice to the accrued rights of either prior to termination.

All outstanding fees payable under the Agreement will be due and payable in accordance with the billing cycle and invoice terms upon termination of the Agreement.

A party (Receiving Party) shall keep in strict confidence all technical or commercial know-how, specifications, or processes which is of a confidential nature and has been disclosed to the Receiving Party. This clause shall survive termination of the Contract.

During the term of the Agreement and for a period ending 5 years from termination of the Agreement, you will not disclose to any persons within its organisation that do not have a need to know, or to any third party, any information or materials provided by us concerning the method or approach we use to provide the Services.

Nothing in this Agreement will: limit or exclude any liability for fraud or fraudulent misrepresentation; or exclude or limit liabilities in a manner that is not permitted under the applicable law.

To the maximum extent permitted by law, our liability to you under this Agreement shall be limited at our option to the replacement or resupply of the Services or refund of the fees that were paid under this Agreement.

Neither party shall be liable to the other party in respect of any loss of profits or anticipated savings.

Neither party shall be liable to the other party in respect of any special, indirect or consequential loss or damage.

Our liability to you under this Agreement in respect of any event or series of related events shall not exceed the total amount paid and payable by you to us under this Agreement in the 12 months preceding the commencements of the event or events.

We shall not be liable for downtime, hacking, virus, disruptions, interruptions, faulty third-party software, search engines or websites on which a service is dependent or other deliveries from a third party.

You shall indemnify and keep us indemnified fully against all liabilities, costs and expenses whatsoever and howsoever incurred by us in respect of any third parties as a result of the provision of the Services.

Without limiting the generality of the foregoing, you will ensure that any product or service offered by your business will be in accordance with applicable laws and regulations.

Where you have requested that we design and/or develop a website, sales funnel or landing page for you, the terms contained in this section 6 apply.

Prior to the commencement of the project a 75% deposit, including any approved expenses, will be due and payable upon acceptance and prior to commencement. The remaining 25% will be due and payable prior to the transfer of ownership and migration of the site, funnel or page OR one month after the project has commenced (whichever comes first).

The Client may request the following variations:

• for a landing page: 2 variations;
• for a website: 3 variations.

The costs of such variations are included in the Fees outlined in the agreement.

Additional variations beyond the free variations set out above are outside the scope of the agreement and additional fees may apply.

Once the Project is complete to our satisfaction, we will make it available to you for inspection for a period of 7 days (the "Inspection Period").

During the Inspection Period, you agree to inspect the website or landing page in detail and ensure it conforms with the terms of this Agreement. You must notify us in writing of any components of the Project which require rectification during the Notice Period (each a "Rectification Notice").

Upon receiving a Rectification Notice we will take reasonable steps to fix the items listed in the notice ("Rectification Work").

Where Rectification Work is undertaken, the Inspection Period shall be extended:

• where Rectification Work is completed during the Inspection Period: by a period of 3 days;
• where Rectification Work is completed after the Inspection Period: to a date falling 3 days after delivery.

We reserve the right to reject a Rectification Notice where we believe, acting reasonably, that you have been unreasonable in issuing the Rectification Notice or where the requested rectification is beyond the scope of this Agreement.

At the expiry of the Inspection Period, the Project will be deemed accepted by you and the balance of fees due to us will fall immediately due and payable.

After acceptance of the Project, the parties agree that the Services will be deemed to have been completed satisfactorily and in their entirety.

If in the instance a website, sales funnel or landing page is completed and the closing invoice is not paid, an additional 10% per month fee will be incurred and added to the payable invoice for administration and hosting.

7.1 You grant us a non-exclusive, worldwide, royalty-free licence to use your name, logo, trademark, testimonials, and non-confidential information about the Services and results achieved (including recordings of calls, campaign screenshots, emails and other materials we create or manage for you) for our marketing and promotional purposes, including on our website, social media, advertising, case studies, and sales materials.

7.2 We will not disclose any of your Confidential Information (as defined in this Agreement) in a way that would reasonably be expected to cause you commercial harm.

7.3 You may withdraw consent for future use of your name, logo and testimonials by giving us 30 days' written notice. This will not require us to remove materials already published, but we will not create new materials using your details after the notice period.

In the course of providing the Services, it may be necessary to incorporate certain third-party developed software and applications ("Plugins").

We do not have control over the continued development of these Plugins, nor their interactions with other third-party developed software.

Where a licence fee is required in relation to a Plugin, you will be responsible for paying such licence during the term of this Agreement and after delivery.

Where a Plugin requested by you is not able to be incorporated into the Project, we will use commercially reasonable efforts to meet its specifications with another commercially available Plugin or provide an alternative solution.

The failure to incorporate a Plugin into the Project, where such incorporation is not possible due to factors outside our control, shall not constitute a breach of this Agreement.

If you have requested Search Engine Optimisation Services in the agreement, the terms contained in this section 9 apply.

We agree to optimise your Website in accordance with the agreement with the aim of achieving a prominent position in search engine results.

The parties will work together to produce a list of key search phrases intended to attract the most relevant traffic.

We will work together on a month-to-month basis, until the Agreement is terminated. In the event The Client terminates the SEO service prior to the expiry of the months fee, we shall serve out the remainder of the month, or cancel immediately if agreed upon.

Your monthly direct debit and invoice will commence one week after your keywords have been delivered OR when all on-site SEO has been completed (whichever occurs first). In the instance that payment is delayed, paused, unpaid or similar - any period where the service is unpaid is forfeited.

If you have requested Facebook Services in the agreement the terms contained in this section 10 apply.

We agree to promote your business on Facebook in accordance with the agreement.

You acknowledge Facebook advertisements are subject to Facebook's terms of service and may be rejected by Facebook for any reason. If an advertisement is rejected by Facebook, this will not affect your liability to pay our Fees.

We make no warranty that the Facebook Services will generate an increase in sales or business activity you will not hold us liable for any loss or damage arising from Facebook advertisement.

You have sole responsibility to pay all fees levied by Facebook in connection with the Facebook Services. Where any fees or invoice is unpaid, the Facebook Services will cease until the invoice is paid.

During the term and after expiry or termination of this Agreement, you will have complete control over your Facebook business manager.

Your monthly direct debit and invoice will commence one week after you have been sent the copy for your advertisements OR when your campaign goes live (whichever occurs first).

The parties represent and warrant that:

• the execution and delivery of this agreement has been properly authorised and they have the power to perform their respective obligations under this Agreement.

We represent and warrant to you that we:

• will complete the Services in a professional and workmanlike manner;
• will use all reasonable endeavours to meet any performance dates specified in the agreement but any such dates shall be estimates only.

The Company shall not be liable for any delay in delivery of the Services caused by a Force Majeure event or The Client's failure to provide adequate instructions.

If The Client is receiving free service for any period of their service with The Company, The Company is under no obligation for deliverables or KPIs.

You represent and warrant to us that:

• you own, or have all necessary licences and permissions to use all copy, images, logos, trademarks provided by you;
• any goods or services offered by your business comply with all relevant laws and regulations;
• you will maintain your own backups of the website following delivery;
• you will provide assistance and technical information to us, as reasonably required;
• you have sole responsibility for ensuring the accuracy of all information provided to us.

You acknowledge and agree that if a debit is returned by your financial institution as unpaid, a failed payment fee is payable by you to us.

You acknowledge and agree that you will be solely responsible for any fees and charges applied by your financial institution for each unsuccessful debit attempt.

You hereby authorise us to attempt to reprocess any unsuccessful payments after 3 business days.

In the usual course we will send you an invoice stating when Fees are due for payment.

If any Fees are not paid by the date they fall due for payment we may send further reminder letters and invoices. You further acknowledge and agree that if we are required to send additional invoices and communications we may charge a reasonable administrative fee.

On the basis that payment is not made, no additional content will be created or modified, no on-site optimisations will occur during that period and no other additions to your service will commence until payment is made in full.

(Severability) If a provision is unenforceable or invalid it is to be read down or severed to the extent necessary without affecting the validity or enforceability of the remaining provisions.

(Entire Agreement) The Agreement forms the entire agreement between the parties about its subject matter and shall supersede all other negotiations, representations, warranties or agreements.

(Variation) No variation to this Agreement will be valid unless in writing and executed by all the parties.

(No Waiver) Any rights under this Agreement may not be waived or varied except in writing signed by the party to be bound.

(Jurisdiction) The laws of VIC govern this Agreement and each party submits to the exclusive jurisdiction of the courts of VIC.