Terms of Service Agreement

Hive Media Group Terms of Service Agreement

The terms and conditions outlined in this Agreement apply exclusively to the services for which payment has been made by the Client. This Agreement does not extend to any additional services beyond those specified in the agreed-upon scope of work.

1. Definitions
   1.1 “HMG” refers to Hive Media Group Pty Ltd (ABN 41 645 172 256), its successors and assigns, or any person acting on behalf of and with HMG’s authority.
   1.2 “Client” means the individual(s) or entity purchasing the Service(s), as specified in any invoice, document, or order. If there is more than one Client, each is jointly and severally bound
   1.3 “Service” encompasses all Services, Goods, Materials, and Works provided by HMG at the Client’s request (these terms shall be interchangeable as appropriate) as specified and mutually agreed by the parties.
   1.4 “Price” is the payment amount agreed upon for the Service between HMG and the Client.
   1.5 Singular words include the plural and vice versa.
   1.6 Gendered terms include all genders.
   1.7 Any reference to a person includes their executors, administrators, agents, and assigns; for a company, it includes successors or permitted assigns.
   1.8 Terms referring to individuals apply to companies and bodies corporate and vice versa.
2. Acceptance
   2.1 The Client accepts and is immediately bound by these terms by making a payment to HMG, thereby indicating acceptance of the Proposal provided alongside these Terms.
   2.2 Amendments to these terms require HMG’s written consent and will prevail over any conflicting terms in other agreements or documents between HMG and the Client.
   2.3 If:
   (a) the Client requests a variation (in writing);
   (b) an unforeseeable issue requires a variation; or
   (c) a variation is implemented,
   HMG will issue a written variation document outlining the updated Service, Price, estimated timeframe, and any delay. The Client’s written acceptance is required before any variation work proceeds.
3. Price and Payment
   3.1 Unless agreed otherwise, the Client subscribes to the Services for six (6) months, billed monthly in advance.
   3.2 One-off services, such as training, will be invoiced in advance with payment required within seven (7) days unless otherwise agreed. Work will begin upon receipt of payment.
   3.2.1 If payment for training is not received 24 hours before the scheduled date, HMG will not provide the Training Services.
   3.2.2 Work outside the Agreement and Proposal is billed at $180 per hour, with a one-hour minimum.
   3.3 Hosting services are billed annually in advance unless otherwise agreed.
   3.4 At HMG’s discretion, the Price may be as indicated in the Proposal (valid for 30 days unless otherwise stated) or on any issued invoice, payable within seven (7) days.
   3.5 Variations from the original Proposal will incur additional charges shown as variations on the invoice.
   3.6 Payment terms are essential. Full payment is due upon completion of Service or invoicing, unless otherwise stated, in which case payment options may include:
   (a) Seven (7) days from invoice;
   (b) Agreed instalment terms;
   (c) Seven (7) days from the date of any issued invoice.
   3.7 Payment methods include cash, cheque, bank transfer, or credit card (with a surcharge of up to 3%).
   3.8 Unless stated otherwise, the Price excludes GST. GST and other applicable taxes must be paid with the Price, unless expressly included.
   3.9 This Agreement remains incomplete until:
   (a) the Client has paid all amounts due to HMG; and
   (b) the Client has met all obligations under this Agreement.
   3.10 Non-cash payments are not deemed final until honoured and cleared. HMG’s rights remain effective until payment is completed.
4. Social Media and Email Marketing & Management
   4.1 For Social Media Marketing and Email Marketing, HMG will manage the Client’s social media presence (including platforms such as Facebook, Instagram, LinkedIn, Pinterest, Google Business Profile, and X) in accordance with the Proposal.
   4.2 The Client acknowledges that each platform’s terms may lead to removal or refusal of advertisements. HMG will guide the Client in structuring ads, but HMG does not guarantee acceptance. HMG’s fees remain payable regardless of advertisement acceptance.
   4.3 HMG provides no guarantee of increased sales or business through Social Media Marketing or Management and will not be held liable for any associated losses.
   4.4 HMG reserves discretion in content deemed inappropriate, illegal, or in breach of this Agreement.
   4.5 Social Media Management requires a six-month term unless otherwise agreed, renewing monthly thereafter. Written notice of 30 days is required for termination. Early termination incurs payment for the remainder of the initial period.
   4.6 The Client is solely responsible for invoices issued by social media platforms, separate from HMG’s fees.
5. Digital Advertising
   5.1 HMG will manage digital advertising services across platforms such as Google Ads, Facebook, LinkedIn, and Instagram to promote the Client’s business, per the Proposal.
   5.2 The Client authorises HMG to create or access accounts necessary to perform these Services, with appropriate measures taken for data security and privacy.
   5.3 HMG retains ownership of accounts until all payments are made. Administrative rights transfer to the Client once all obligations are met.
   5.4 HMG provides no warranty that Client-requested content will be accepted by platforms or that advertising will yield specific outcomes.
   5.5 Digital Advertising requires a six-month term, with 30 days’ notice for termination. Campaigns are built offline; early termination incurs fees for the remaining term.
   5.6 The Client is solely responsible for Digital Advertising fees that may exceed budgeted amounts set by the platform provider.
   5.7 HMG offers no warranty of sales, business activity, or profitability increases from Digital Advertising.
6. Website Design & Hosting
   6.1 HMG will design, develop, and/or host the Client’s website per the Proposal. Transfer of hosting to HMG’s servers is available at $180 per hour plus GST.
   6.2 The design requires a one-time payment, while hosting is billed annually. Hosting fees are non-refundable and payable within seven (7) days of invoicing.
   6.3 Two rounds of revisions are included; additional revisions may incur further charges.
   6.4 Once approved, further changes requested by the Client are considered outside the Proposal and subject to additional fees.
   6.5 Hosting fees are due before commencement and upon renewal; failure to pay may result in service suspension or cancellation.
   6.6 Hosting may be cancelled at any time, but fees incurred before cancellation remain payable.
   6.7 Where maintenance including backups, rollbacks, updates or server replacements are required, the Client accepts that this may cause scheduled or unscheduled downtime for the website. For any scheduled maintenance, HMG will provide no less than 24 hours’ notice to the Client of the maintenance, and the cause for it. In circumstances where unexpected maintenance is required, HMG will take all reasonable steps to notify the Client as soon as possible, and to complete the work in a timely manner. HMG accepts no liability for losses or damages arising from any periods of suspension of hosting due to maintenance or required updates.
   6.8 The Client acknowledges and agrees that website hosting and any Content uploaded, stored, published and displayed on the website(s) are in compliance with this agreement and all applicable laws, including laws of the jurisdiction where the Service or Content is uploaded, hosted, stored, accessed or used. The Client shall implement any restrictions necessary in order to prohibit use of the Services by any third party or in any jurisdiction, as required to comply with such laws.
   6.9 HMG accepts no responsibility for any website hosting downtime including malware, denial of service (DOS), distributed denial of service (DDOS, or misuse of website hosting resources by the Client or their respective end user(s).
   6.10 The Client agrees and acknowledges that website hosting may at HMG’s discretion be provided by a trusted thirty party and the Client agrees to be bound by their respective terms and conditions which are available on request.
   
   7. Search Engine Optimisation (SEO)
   7.1 For services relating to SEO, HMG agrees to optimise the Client’s website according to the Proposal. The exact optimisation details and timelines will be outlined within the Proposal. HMG will use best practices to achieve the ranks and optimisations as proposed.
   7.2 The Client agrees that entering or using HMG’s SEO services is at their own risk. No warranty, representation, condition, undertaking, or term—express or implied, statutory or otherwise—including but not limited to the condition, quality, durability, performance, accuracy, reliability, non-infringement, merchantability, or fitness for a particular purpose or use of HMG is given or assumed, and all such warranties, representations, conditions, undertakings, and terms are hereby excluded.
   7.3 HMG makes no warranty that its SEO services will meet the Client’s specific requirements, or that services will be uninterrupted, timely, secure, or error-free. HMG makes no representation as to the suitability of the information available through its SEO services for any particular purpose, nor about the legitimacy, legality, validity, accuracy, correctness, reliability, quality, stability, completeness, or currency of that information.

7.4 HMG makes no warranty that an SEO campaign will generate any increase in sales, business activity, profits, or other forms of improvement for the Client’s business or any other purpose.
7.5 HMG does not guarantee that an SEO campaign will result in any specific number of clicks to the Client’s business or other information.
7.6 HMG does not warrant that an SEO campaign will consistently maintain the exposure of the Client’s business or keywords during the subscription period. This includes, but is not limited to, the position of the Client’s website on search result pages or the frequency and timing of advertisement displays.
7.7 Information available on or through HMG’s services is user-generated and is not reviewed, controlled, or examined by HMG prior to its appearance on HMG platforms.
7.8 HMG does not endorse, verify, or otherwise certify the contents of any information provided by users. Users are solely responsible for the contents of their websites and may be held legally accountable for those contents, including in cases of intellectual property infringement.
7.9 HMG does not guarantee or warrant that information available through HMG’s services will be free of viruses, worms, Trojan horses, or any other contaminating or destructive properties. It is the sole responsibility of the Client to use anti-virus software and take precautions to prevent damage to their systems.
7.10 SEO guarantees do not apply to new domains unless an existing domain is redirected to the new domain.
7.11 The Client accepts that optimisation does not guarantee increased business or sales and acknowledges that HMG accepts no liability for any resulting loss or damage. SEO results can be influenced by factors beyond HMG’s control, such as website content, management systems, toxic links, penalties by search engines, and server performance.
7.12 The Client acknowledges that search engines frequently update their algorithms, which may affect SEO performance. During such changes, HMG will make reasonable efforts to adjust SEO strategies to comply with new requirements but makes no guarantees.
7.13 If the Client’s website incurs a penalty from a search engine, it may be necessary to change domains to release the penalty. If the Client chooses not to follow HMG’s advice, they assume responsibility for any resulting loss in traffic or search rankings.
7.14 SEO services have a minimum fixed term of 12 months unless otherwise agreed and continue on a monthly basis thereafter. Termination requires 30 days’ written notice. If services are terminated within the initial term, the remaining fees become payable upon termination.

8. Social Media Training
   8.1 HMG will provide one-on-one social media training sessions as outlined in the Proposal.
   8.2 The Client acknowledges that each training session entitles them to up to four hours of training. Additional training will be charged at an hourly rate or as otherwise agreed.
   8.3 Social media training will not commence until full payment has been received as outlined in clause 3.2.
   8.4 Any resources provided by HMG during training sessions are for the Client’s convenience only and do not constitute official statements or advice.
   8.5 HMG does not guarantee that social media training will result in increased sales, profits, or business improvement.

8.6 HMG’s advice, recommendations, information, and services during training are based on HMG’s own experience and knowledge. HMG accepts no liability for any outcome resulting from the Client’s use of this information.
8.7 If the Client disregards advice or recommendations provided by HMG, HMG will not be liable for any resulting loss or damage.

9. Time Bundles
9.1 HMG offers Time Bundle Packages, allowing the Client flexibility to use HMG’s resources on a time-based basis.
9.2 These packages can be used for various services, including but not limited to consultation, reporting, Google and Meta campaigns, content creation, graphic design, SEO, social media management, community management, digital training, website development, and web design.
9.3 The package includes all specified activities, as outlined in 9.2.
9.4 Time spent on projects will be tracked using time-tracking tools.
9.5 Time allocation also includes meeting preparation, calls, scoping, and correspondence.
9.6 Plugin fees, external software fees, theme costs, and stock images are not included.
9.7 HMG will attempt to minimise third-party fees and notify the Client before incurring them.
9.8 Placeholder images will be used unless stock images are purchased at $50 per image or provided by the Client.
9.9 Each Time Bundle Package has an expiration term, with a maximum of six months from the invoice date unless otherwise agreed.
9.10 Once a Time Bundle expires, no refunds or reimbursements will be provided.
9.11 Upon completion of Time Bundle hours, HMG’s standard hourly rate of $180 will apply for additional work unless a new package is purchased.

10. Compliance with Laws and Limitation of Liability
    10.1 The Client and HMG agree to comply with all applicable laws and regulations, including workplace health and safety laws.
    10.2 Except as required by law, HMG excludes all representations, warranties, or terms not expressly provided within this Agreement, the Proposal, or any Invoice. HMG disclaims all liability for data loss, business interruption, or any consequential or incidental damages.
11. Intellectual Property
    11.1 HMG retains copyright ownership of any code, software, designs, plans, or services created for the Client until invoices are paid in full.
    11.2 Upon payment, all intellectual property rights and copyright will transfer to the Client.
    11.3 The Client warrants that all content provided to HMG is legally owned by them and does not infringe any third-party rights.
    11.4 The Client will indemnify HMG against any claims arising from intellectual property infringements related to Client-provided materials.
    11.5 HMG may use designs or services it created for marketing purposes at no cost to the Client.
    11.6 HMG reserves the right to decline any content it considers inappropriate or in violation of this agreement.

12. Confidential Information
    12.1 The Parties agree to:
    (a) Not use confidential information for any purpose other than as permitted in this Agreement;
    (b) Not disclose any confidential information without express written consent, except as required by law.
    12.2 Confidential information may be disclosed to employees, advisors, or subcontractors engaged in the Agreement, provided they agree to confidentiality.
13. Default and Consequences of Default
    13.1 If an invoice remains unpaid for 14 business days, HMG will send a written reminder and apply an administration fee of $250 (inclusive of GST). If the invoice remains unpaid, HMG may engage solicitors or collection agents, and the Client agrees to indemnify HMG for reasonable collection costs.
    13.2 Interest will accrue daily on overdue invoices from the due date at a rate of 5% per annum, including after any judgement.
    13.3 If the Client owes HMG any money, they will indemnify HMG against all costs related to debt recovery, including legal and collection fees.
    13.4 Without prejudice to any other remedies HMG may have, if at any time the Client is in breach of any obligation (including those relating to payment) under these terms and conditions HMG may suspend or terminate the supply of Service to the Client. HMG will not be liable to the Client for any loss or damage the Client suffers because HMG has exercised its rights under this clause.
    13.5 Without prejudice to HMG’s other remedies at law HMG shall be entitled to cancel all or any part of any order of the Client which remains unfulfilled and all amounts owing to HMG shall, whether or not due for payment, become immediately payable if: (a) any money payable to HMG becomes overdue, or in HMG’s opinion the Client will be unable to make a payment when it falls due; (b) the Client becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or (c) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Client or any asset of the Client. (d) the Client suffers a lack of capacity through mental illness such that they are unable to fulfil their obligations pursuant to this agreement. (e) the Client engages another consultant, individual, or business that provides similar services to the Client without HMG’s express permission.
    13.6 This Clause shall continue in force and effect and be enforceable against the Client, and their successor(s), assignee(s), legal personal representatives notwithstanding their death, insolvency, termination of this Agreement or any other event.
    
    14. Termination
    14.1 HMG may terminate any contract to which these terms and conditions apply or cancel the Service at any time before the Service is provided or delivered by giving notice to the Client. On giving such notice HMG shall invoice the Client for any work completed up to that point and any materials purchased. HMG shall not be liable for any loss or damage whatsoever arising from such termination.
    14.2 The Client may terminate any agreement or Service by providing 30 days written notice to HMG before the next billing date otherwise the agreement will roll for another month. However, each subscription Service has an initial period of at least 6 months unless otherwise agreed in a proposal or in writing, converting to a monthly basis thereafter. If termination occurs during this initial period, the remainder of the period is still payable and will become due immediately after termination.
    
    15. General
    15.1 The failure by HMG to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect HMG’s right to subsequently enforce that provision. If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
    15.2 These terms and conditions and any contract to which they apply shall be governed by the laws of South Australia, the state in which HMG has its principal place of business and are subject to the jurisdiction of the courts in that state.
    15.3 Except as otherwise provided for in these terms and conditions, HMG shall be under no liability whatsoever to the Client for any indirect and/ or consequential loss and/or expense (including loss of profit) suffered by the Client arising out of a breach by HMG of these terms and conditions (alternatively HMG liability shall be limited to damages which under no circumstances shall exceed the Price).
    15.4 The Client shall not be entitled to set off against, or deduct from the Price, any sums owed or claimed to be owed to the Client by HMG nor to withhold payment of any invoice because part of that invoice is in dispute.
    15.5 HMG may license or sub-contract all or any part of its rights and obligations without the Client’s consent. HMG will endeavour to notify the Client of such license or sub contracting; however, it is not obliged to do so.
    15.6 HMG will not be liable for any loss or damage to any person or property caused by a third party who has been licensed or sub-contracted by them, unless such person is wholly a part of HMG’s business.
    15.7 HMG makes no assertion to, nor will they be liable for any claims regarding the quality of work provided by any licensed or sub-contracted party, unless such person is wholly a part of HMG’s business.
    15.8 The Client agrees that HMG may amend these terms and conditions at any time. Updated terms and conditions can be found on invoices sent each month and also on the website. The Client will be taken to have accepted such changes if the Client makes a further request for HMG to provide Services to the Client or payment of the invoice.
    15.9 Neither party shall be liable for any delay or default due to any act of God, war, terrorism, strike, lock-out, pandemics industrial action, fire, flood, storm or other event beyond the reasonable control of either party.
    15.10 The Client warrants that it has the power to enter into this agreement and has obtained all necessary authorisations to allow it to do so, it is not insolvent, and that this agreement creates binding and valid legal obligations on it.
    15.11 Severance
    15.11.1 If any provision of these Conditions are not enforceable in accordance with its terms, other provisions which are self-sustaining are, and continue to be, enforceable in accordance with their terms.
    15.11.2 If any part of these Conditions is invalid or unenforceable, that part is deleted, and the remainder of the Conditions remains effective.