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Terms of Service

  1. Definitions
     1.1 “HMG” means Hive Media Group Pty Ltd (ABN 41 645 172 256), its successors and assigns or any person acting on behalf of and with the authority of HMG.
    1.2 “Client” means the person/s buying the Service or Services as specified in any invoice, document or order, and if there is more than one, Client is a reference to each Client jointly and severally.
    1.3 “Service” means all Services or combination of Services and Works, supplied by HMG to the Client at the Client’s request from time to time (where the context so permits the terms Goods, Services, Materials and Works shall be interchangeable with each other), and as specified by and agreed between the parties.
    1.4 “Price” means the Price payable for the Service as agreed between HMG and the Client.
    1.5 Words importing the singular shall include the plural and vice versa.
    1.6 Words importing any gender include all genders.
    1.7 Any reference to any person includes that person’s executors, administrators, agents, assigns or, being a company, its successors or permitted assigns.
    1.8 Words describing individuals include companies and bodies corporate and vice versa.
  2. Acceptance
     2.1 The Client is taken to have expressly accepted and is immediately bound, jointly and severally, by these terms and conditions if the Client accepts the Proposal provided contemporaneously with these Terms by making a payment to HMG.
    2.2 These terms and conditions may only be amended with HMG’s consent in writing and shall prevail to the extent of any inconsistency with any other document or agreement between the Client and HMG.
    2.3 In the event that: (a) the Client requests a variation (requiring written details from the Client); (b) an unforeseeable problem occurs or is discovered, requiring a variation; or (c) a variation is made; HMG will give the Client a written variation document detailing the Service, the Price, the estimated time to undertake the variation, and the likely delay, if any and require written acceptance of the variation before commencing work on the variation.
  3. Price and Payment 3.1 Unless otherwise agreed by the Parties in writing, the Client accepts to subscribe to the Services for a period of 6 months. These amounts will be billed to the Client in advance on a monthly basis, unless otherwise agreed.
    3.2 All one-off services, such as training, will be billed in advance and require payment within 7 days of the date of the invoice, unless otherwise agreed. Once payment is received, work will begin.
    3.2.1 If payment is not received at least 24 hours before the intended training date and time, HMG will not provide the Training Services.
    3.2.2 Any work performed by HMG for the Client outside the scope of the Agreement and Proposal incurs a charge of $250.00 for a minimum of one (1) hour.
    3.2.3 The client agrees to pay and acknowledges that any work outside the scope of the Agreement and Proposal in excess of one (1) hour is charged on an hourly basis at a rate of $250.00 per hour.
    3.2.4 The client agrees to pay for fees occurring outside the scope of the Agreement and Proposal within 7 days of the date of the invoice, unless otherwise agreed.
    3.3 Hosting services will be billed on an annual basis in advance, unless otherwise agreed.
    3.4 At HMG’s sole discretion the Price shall be either: (a) as indicated by the Proposal provided by HMG, valid for the period stated in the Proposal or otherwise for a period of thirty (30) days; or (b) on any invoice provided by HMG to the Client, payable within 7 days.
    3.5 HMG reserves the right to change the Price if a variation to HMG’s Proposal is requested. Any variation from the plan of scheduled Services or specifications of the Service will be charged for on the basis of HMG’s Proposal and will be shown as variations on the invoice.
    3.6 Time for payment for the Service being of the essence, the Price will be payable by the Client in advance, in full, upon completion of the Service or issuance of an invoice, as agreed. At HMG’s sole discretion, time for payment may alternatively be: (a) 7 days from the date of any invoice provided; (b) by way of instalments/progress payments as agreed in writing between the Parties to this agreement; or (c) failing any notice to the contrary, the date which is seven (7) days following the date of any invoice given to the Client by HMG.
    3.7 Payment may be made by cash, cheque, bank cheque, electronic/on-line banking, credit card (plus a surcharge of up to three percent (3%) of the Price) or by any other method as agreed to between the Client and HMG.
    3.8 Unless otherwise stated the Price does not include GST. In addition to the Price the Client must pay to HMG an amount equal to any GST HMG must pay for any supply by HMG under this or any other agreement for the sale of the Service. The Client must pay GST, without deduction or set off of any other amounts, at the same time and on the same basis as the Client pays the Price. In addition, the Client must pay any other taxes and duties that may be applicable in addition to the Price except where they are expressly included in the Price.
    3.9 HMG and the Client agree that the terms of this Agreement will not be finalised until: (a) the Client has paid HMG all amounts owing to HMG; and (b) the Client has met all of its other obligations to HMG.
    3.10 Receipt by HMG of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or recognised, and until then HMG’s rights and ownership in relation to the Service, and this agreement, shall continue.
  4. Social Media and/or Email Marketing & Management
     4.1 For services related to Social Media Marketing, Email Marketing and Management, HMG agrees to promote and/or handle the Client’s social media pages, including Facebook, Instagram, LinkedIn, Pinterest, Google Business Profile and X, or provide marketing services and advertising by Email, according to the terms of the Proposal.
    4.2 The Client acknowledges and accepts that each Social Media platform and company has individual terms and conditions and each reserve the right to refuse or take down an advertisement at any time in accordance with those terms and conditions. HMG will take all reasonable steps to advise the Client regarding these terms and how to structure advertisements accordingly, however HMG makes no warranty or guarantee as to whether the advertisement will be accepted or not. In such circumstances where an advertisement is refused or removed, this does not negate HMG’s fees.
    4.3 HMG makes no guarantees that Social Media Marketing or Management will lead to an increase in sales or business and the Client will not hold HMG liable for any damage or loss regarding this. 4.4 The Client acknowledges that HMG reserves the sole right of refusal regarding content sent via email and may utilise its absolute discretion as to any content that may be viewed as inappropriate, illegal or otherwise in breach of this Agreement.
    4.5 Social Media Management terms are fixed at 6 months, unless otherwise agreed, continuing thereafter on a monthly basis. HMG schedules Social media posts in advance using third party software and requires 30 days written notice in order to terminate Social Media Management services. If services are terminated within the initial 6-month period, the remainder of the period will become due and payable upon termination.
    4.6 Each Social Media platform may have individual invoices produced for the services they provide, separate from or as a result of HMG’s Services. The Client accepts that they are solely liable for these invoices and HMG accepts no responsibility towards the same. If these invoices remain unpaid, the services will likely cease. In such a circumstance, HMG’s fees will remain due and payable.
  5. Digital Advertising
     5.1 For services relating to Digital Advertising, HMG agrees to provide management services of Google Ads, Facebook and/or other related pages including, but not limited to, LinkedIn, Instagram, Bing Ads for the purposes of Advertising the business.
    5.2 The Client authorises HMG to create and/or have access to all relevant accounts for the purpose of undertaking these Services. HMG warrant that reasonable care and precautions will be undertaken with regards to conduct and privacy.
    5.3 When creating Google Ads, Google Analytics, Google Search Console, Google My Business, Bing Webmaster Tools or Bing Ads accounts, HMG will remain the owner of all data associated until the Client has paid HMG all amounts owing to HMG. HMG will provide administrative access and ownership rights to all accounts once the Client has met all its other obligations to HMG, including but not limited to, payment of all accounts. Until such time, only HMG will have direct access and ownership to such accounts and data.
    5.4 The Client accepts that each company through which advertising is undertaken applies their own Terms and Conditions and the Client agrees to be bound by the same. HMG provide no warranty or guarantee as to the content request by the Client being accepted by the hosting Company and HMG makes no warranty or guarantee that these services will definitively generate or increase business and/or earnings.
    5.5 Digital Advertising minimum terms are fixed at 6 months, unless otherwise agreed, continuing thereafter on a monthly basis. HMG schedules advertisements in advance and requires 30 days written notice in order to terminate these services. If services are terminated within the initial 6-month period, the remainder of the period will become due and payable upon termination.
    5.6 Each Advertising Platform may have individual invoices produced for the services they provide, separate from or as a result of HMG’s Services. The Client accepts that they are solely liable for these invoices and HMG accepts no responsibility towards the same. If these invoices remain unpaid, the services will likely cease. In such a circumstance, HMG’s fees will remain due and payable.
  6. Performance of Services
     6.1 The Client agrees to allow HMG to schedule services at the earliest possible date. Any delay caused by the Client in providing required information and access may result in subsequent delays of the provision of services. HMG shall not be liable for any delays due to lack of access or required information.
    6.2 The Client acknowledges and accepts that HMG is entitled to engage third-party service providers in connection with the provision of the Services.
    6.3 The Client agrees to provide full, complete, and timely information as required for HMG to perform the services and accepts that a failure to do so may result in subsequent delays or inability to perform the services. In such circumstances, HMG will remain entitled to its fees.
    6.4 The Client acknowledges that HMG will not provide any refund of fees paid for any reason, except for breaches of contract that remain uncured for a period of 30 days following receipt of written notice from the Client detailing the breach. In such case, any amounts paid for services not provided will be refunded proportionally to the time elapsed.
    6.5 HMG makes no guarantees regarding the results of its services and the Client acknowledges that any testimonials or statements regarding potential outcomes are illustrative only. The Client agrees not to hold HMG liable for any perceived or actual losses arising from the use of HMG’s services.

    6.6 Hosting fees must be paid prior to the commencement of the Services and, upon renewal, within 7 days of the relevant invoice being received. If the Client fails to comply with this clause, HMG reserves the right to suspend or cancel all hosting services.

    6.7 Hosting services may be cancelled by the Client at any time, however, cancellation will not negate liability to any Fees that become due prior to or in the course of cancellation.

    6.8 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.

    6.9 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.

    6.10 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).

    6.11 The Client agrees and acknowledges that website hosting may at HMG’s discretion be provided by a trusted third party and the Client agrees to be bound by their respective terms and conditions which are available on request.

    1. 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 You expressly agree that entering or using HMG is at your 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 by all such warranties, representations, conditions, undertakings and terms are hereby excluded.

    7.3 HMG makes no warranty that HMG will meet your requirements, or that HMG will be uninterrupted, timely, secure, or error-free; HMG makes no representations as to the suitability of the information available on or through HMG, including but not limited to user-amended sites, for any purpose nor about its legitimacy, legality, validity, accuracy, correctness, reliability, quality, stability, completeness or currency.

    7.4 HMG makes no warranty that a Search Engine Optimisation campaign will generate any increase in sales, business activity, profits or any other form of improvement for your business or any other purpose.

    7.5 HMG makes no warranty that a Search Engine Optimisation campaign will lead to any clicks to your business or other information.

    7.6 HMG makes no warranty that a Search Engine Optimisation campaign will lead to consistent exposure of your business or your keywords during your subscription period (including but not limited to, the position your advertisement is placed on a search result page or the frequency and time of day that your advertisement is displayed). All such information on the user-amended sites is provided by the users.

    7.7 The information available on or through HMG user-amended sites is not reviewed, controlled or examined by HMG in any way before it appears on HMG.

    7.8 HMG does not endorse, verify or otherwise certify the contents of any such information. Users are solely responsible for the contents of their websites and may be held legally liable or accountable for the contents of their websites (including without limitation in connection with infringement of intellectual property rights of any other party).

    7.9 HMG does not warrant or guarantee that any information available on or through HMG will be free of infection by viruses, worms, Trojan horses or anything else manifesting contaminative or destructive properties; that the information available on or through HMG will not contain adult-oriented material, or material which some individuals may deem objectionable; or that the functions or services performed by or through HMG will be uninterrupted or error-free, or that defects in HMG will be corrected. It is the sole responsibility of the user to isolate software and information, execute anti-contamination software and otherwise take steps to ensure that software or information, if contaminated or infected, will not damage user’s information or system.

    7.10 SEO guarantees will not apply to a new domain, without an existing domain redirecting to the new domain.

    7.11 The Client accepts that optimisation does not guarantee an increase in business or sales and HMG accepts no liability for any loss or damage incurred as a result of the optimisation. SEO guarantees extend only to ensuring search results and key phrases and the Client accepts that, outside of the optimisation, there are many factors outside of HMG’s control, that may affect the SEO performance, including website content, website management systems, toxic links to the website, penalties imposed directly by Google or poor server status.

    7.12 The Client also acknowledges that Google frequently updates the search algorithm, which may have varying effects on HMG’s SEO and the Client’s website rankings. For the duration of the agreement, HMG will do all reasonable things to rectify or amend the SEO to align with Google’s new or updated requirements, however, makes no guarantees during times of change. In all such circumstances, HMG will continue to inform and update the Client regarding the changes.

    7.13 If the Client’s website receives a penalty from Google, either automatically or manually, it may be necessary for the Client to change domains in order to release this penalty. If HMG provides this advice and the Client chooses not to accept it, the Client accepts responsibility for any loss in website traffic including clicks, impressions, click-through rate and search engine rank positions.

    7.14 SEO minimum terms are fixed at 12 months, unless otherwise agreed, continuing thereafter on a monthly basis. HMG requires 30 days written notice in order to terminate SEO services. If services are terminated within the initial 12-month period, the remainder of the period will become due and payable upon termination.

    1. Social Media Training

    8.1 For services relating to Social Media Training, HMG agrees to provide 1 on 1 training sessions.

    8.2 Client acknowledges and agrees that payment for a training session entitles the Client to up to four hours of training. Additional training will require further training, to be charged at an hourly rate or as otherwise agreed by the parties.

    8.3 Client acknowledges and agrees that Social Media training sessions will not commence until the Client has made satisfactory payment to HMG in accordance with clause 3.2.

    8.4 Client acknowledges and agrees that any information, articles, tutorials, guidelines or technical support advice may be provided by HMG only for the Client’s convenience and do not constitute official statements.

    8.5 HMG makes no warranty that a Social Media Training will generate any increase in sales, business activity, profits or any other form of improvement for your business or any other purpose.

    8.6 Any advice, recommendation, information, assistance or service provided by HMG in relation to Social Media Training is given in good faith, is based on HMG’s own knowledge and experience and shall be accepted without liability on the part of HMG and it shall be the responsibility of the Client to confirm the accuracy and reliability of the same in light of the use to which the Client makes or intends to make of the Service.

    8.7 Where HMG gives advice or recommendations to the Client, or their agent, regarding the suitability of Social Media Training, and such advice or recommendations are not acted upon by the Client, HMG shall not be liable in any way whatsoever for any damages or losses that occur.

    9. Development and Web Design.

    9.1 The Time Bundles Packages includes all digital marketing activities & advertising and web development & design as outlined in 9.2.

    9.2 HMG uses time-tracking tools to monitor the time spent on the project.

    9.3 Allocated time will also include meeting preparation, meetings/calls, scoping, emails/correspondence, etc.

    9.4 Items that are not included: Plugin purchases/fees, external software/fees, theme fees, and stock images.

    9.5 HMG will do their best to minimise any third-party fees/subscriptions and will notify the Client before proceeding.

    9.6 Stock images are not included. HMG will use placeholder images. Stock images can be purchased at $50 per image. HMG uses Shutterstock as a preferred stock vendor. The Client can also provide images (no charge).

    10. Compliance with Laws and Limitation Liability

    10.1 The Client and HMG shall comply with the provisions of all statutes, regulations, and bylaws of government, local, and other public authorities that may be applicable, including any work health and safety (WHS) laws relating to the relevant industry and any other relevant safety standards or legislation.

    10.2 Other than expressly required by law, HMG excludes all representations, warranties, or terms, either express or implied, other than those expressly provided for within this Agreement, the Proposal, or any Invoice. HMG excludes all liability with regard to loss of data, interruption of business, or any consequential or incidental damage or loss.

    11. Intellectual Property

    11.1 Where HMG has developed code software, or proprietary script, designed, drawn, written plans or a schedule, or developed a Service for the Client, or created any products for the Client, then the copyright in any designs, drawings, plans, schedules, products, and documents shall remain vested in HMG and shall only be used by the Client at HMG’s discretion until all relevant invoices have been paid by the Client.

    11.2 Upon payment of invoices, any designs, websites, all intellectual property and copyright, or anything else referred to in Clause 11.1 will transfer wholly to the Client.

    11.3 Where such designs or other content have been provided by the Client to HMG, the Client warrants that they own the intellectual property and have the right to distribute the same, that the content does not infringe any other parties’ intellectual property rights, that the content is not unlawful, fraudulent, or in any other way violates applicable laws and regulations, including those of defamation, and that it does not contain any malicious software or other programs that may cause harm to the software or hardware of others.

    11.4 The Client warrants that all designs, specifications, or instructions given to HMG will not cause HMG to infringe any patent, registered design, or trademark in the execution of the Client’s order, and the Client agrees to indemnify HMG against any action taken by a third party against HMG in respect of any such infringement.

    11.5 The Client agrees that HMG may (at no cost) use for the purposes of marketing or entry into any competition any documents, designs, drawings, or Services which HMG has created for the Client.

    11.6 HMG reserves its sole and absolute right to decline content that it views as inappropriate or in any way in breach of this agreement.

    12. Confidential Information

    12.1 The Parties hereby irrevocably covenant to: (a) Not use any confidential information for any purpose unless expressly permitted by this agreement or required by law; (b) Not disclose any Confidential Information to any person or party not a party to this Agreement, other than as strictly necessary by law or with express written permission of the other party;

    12.2 A party may disclose Confidential Information to employees, advisors, or subcontractors engaged specifically for the purpose of this Agreement, to the extent necessary for them to know the purpose of the Agreement. Any such parties must also agree to be bound by the terms of confidentiality of this Agreement.

    13. Default and Consequences of Default

    13.1 Where an invoice has remained unpaid for 14 business days, a reminder will be sent to the Client in writing, and an administration fee of $250.00 (inclusive of GST) will be charged to the Client. If the invoice remains unpaid after the reminder has been provided, solicitors or collection agents will be engaged, and the Client agrees to indemnify HMG for any and all reasonable collection costs (in accordance with clause 12.3).

    13.2 Interest on overdue invoices shall accrue daily from the date that payment was due until the date of payment, at a rate of five percent (5%) per annum pro rata, after as well as before any judgment.

    13.3 If the Client owes HMG any money, the Client shall indemnify HMG from and against all costs and disbursements incurred by HMG in recovering the debt (including but not limited to collection fees, legal costs on a solicitor and own client basis, HMG’s contract default fee, Court or any other institution filing fees, and bank dishonour 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 New South Wales, 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’s 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.