Digital Marketing Services Agreement
1. Parties
1.1. Service Provider: TwentyTwo Digital, an Australian company with its principal place of business at [Level 8/230 Brunswick St, Fortitude Valley QLD 4006] (hereinafter referred to as the "Agency").
1.2. Client: A company/individual who is engaging TwentyTwo Digital “Agency” (hereinafterreferred to as the "Client").
2. Scope of Services
2.1. The Agency agrees to provide the Services as outlined in the Scope of Works, attached here to and incorporated into this Agreement. The Scope of Works will specify the services to be provided, deliverables, deadlines, and milestones.
3. Term of Agreement
3.1. This Agreement shall commence on the date specified in the Scope of Works and will continue for a term as outlined therein, unless earlier terminated in accordance with the terms of this Agreement.
3.2. On expiry of the initial term, this Agreement renews for the period stated in the Scope of Works unless either party gives written notice of non-renewal as set out in the Scope of Works. The Agency will remind the Client in writing at least [60] days before the term ends.
4. Payment Terms
4.1. Fees: The Client will pay the fees set out in the Scope of Works. All fees are in Australian dollars and exclude GST unless stated otherwise. GST will be added to each invoice at the applicable rate.
4.2. Retainers: Unless otherwise agreed to in the Scope of Works, retainer fees are invoiced monthly in advance on or around the first day of each service month.
4.3. Additional and out-of-scope work: Work outside the Scope of Works, or beyond any monthly allocation, will be agreed with the Client in writing before it starts and charged at the Agency’s current rates, unless the Scope of Works states otherwise.
4.4. Projects: Project fees are invoiced as set out in the Scope of Works, which may be by phase, in monthly instalments or at milestones. If the Scope of Works does not set a schedule, project fees are invoiced as a [50]% deposit on acceptance, payable before work starts, with the balance invoiced on completion. Final files, deliverables and go-live are released once all project invoices are paid in full.
4.5. Third-Party Costs: Third-party costs not included in the fees, including advertising media, printing, stock assets, software licences, hosting and specialist contractors, need the Client's written approval before they are committed. The Agency may invoice these costs in advance, at the price quoted in the Scope of Works or otherwise approved by the Client in writing. The Agency is not required to fund third-party costs on the Client's behalf.
4.6. Payment Terms: Unless the Scope of Works states otherwise, invoices are payable within [14] days of the invoice date by bank transfer [or direct debit] to the account shown on the invoice.
4.7. Disputed Invoices: If the Client disputes any part of an invoice, it must tell the Agency in writing within [7] days of the invoice date, with reasons. The Client must pay the undisputed part by the due date, and the parties will resolve the disputed part under clause 11.
4.8. Late Payment: If any amount is not paid by its due date, the Agency may:
(a) charge interest on any amount more than 14 days overdue, at [10]% per annum, calculated daily from the due date until paid;
(b) after giving the Client at least [7] days' written notice, suspend work under any Scope of Works until all overdue amounts are paid, with timelines extended to match; and
(c) recover from the Client its reasonable costs of recovering the overdue amount, including debt collection and legal costs.
4.9. Rate Review: The Agency may review its rates once in any 12-month period by giving the Client at least [30] days' written notice. If the Client does not accept the new rates, it may end the affected Scope of Works by written notice before they take effect, without paying any notice-period fees.
4.10. Precedence: If the Scope of Works and these Terms differ, the Scope of Works prevails. Terms in a Client purchase order do not apply unless the Agency agrees to them in writing.
5. Client Delays, Pauses and Re-initiation
5.1 Client Inputs: Project timelines depend on the Client providing approvals, feedback, content, assets and access when requested. The Agency will tell the Client in writing when a required input is [5] business days overdue.
5.2 Paused Projects: If required input is overdue, or the Client asks the Agency to pause, the project is paused. The Agency may invoice work completed up to the pause date, payable under clause 4.6.
5.3 Re-initiation Fee: To restart a paused project, including work suspended under clause 4.8(b), the Client will pay the re-initiation fee stated in the Scope of Works [or the Agency's current fee schedule]. The fee covers re-planning resources, re-briefing the team and project administration. The Agency will confirm revised timelines based on team availability at restart, and the original timelines no longer apply.
5.4 Extended Pauses: If a project stays paused for more than [60] days, the Agency may re-scope and re-quote the remaining work, including fees and timelines. If the Client does not accept the revised quote within [14] days, either party may close the project by written notice, and the Client will pay for all work completed and third-party costs committed up to that date.
5.5 Retainers: This clause applies to projects. Retainer fees remain payable during any Client delay.
6. Intellectual Property
6.1. Ownership of Deliverables: Upon full payment of fees, the Client shall own the rights to all final deliverables created under this Agreement, excluding pre-existing Agency materials or third-party materials.
6.2. Use of Agency Tools: The Agency retains ownership of all proprietary software, templates, processes, and tools used in the delivery of the Services.
7. Confidentiality
7.1. Both parties agree to maintain the confidentiality of all proprietary information disclosed during the course of this Agreement, including but not limited to business strategy, client data, and marketing insights.
7.2. Termination for Convenience: Either party may end a Scope of Works for convenience by giving the other party written notice. The notice period and any minimum initial term depend on the monthly fees under the Scope of Works, as set out in the notice schedule below, unless the Scope of Works states a different period. Where a minimum initial term applies, notice may be given during that term but cannot take effect before it ends.
Notice Schedule:
(a) Monthly fees under $10,000 (ex GST): 30 days' notice.
(b) Monthly fees of $15,000 or more (ex GST), or an engagement that has been 12 months’ or more of continuous service (ex GST): 60 days' notice.
(c) Monthly fees of $20,000 or more (ex GST), or an engagement that has been 24 months’ or more of continuous service: 90 days' notice.
7.3 During the Notice Period: The Client will pay the fees for the full notice period. The Agency will keep providing the Services during that period unless the Client asks it to stop, in which case the fees for the notice period remain payable.
7.4 Effect of Termination: On termination for any reason, the Client will pay for all work performed to the termination date, any fees for the notice period, and any committed third-party costs that cannot be cancelled. All outstanding invoices become payable immediately. The Agency will promptly return Client materials and any Client logins it holds, and will hand over completed deliverables once all amounts are paid. Ownership of deliverables passes under clause 6.1. The Client owns and administers its digital platforms and accounts, so the Client is responsible for removing the Agency's access to them. This ensures permissions are revoked without affecting account ownership, integrations or other users. On request, the Agency will provide a list of the platforms and access levels it holds.
8. Termination
8.1. Termination for Cause: Either party may terminate this Agreement upon written notice if the other party breaches any material term of this Agreement and fails to remedy such breach.
8.2. Termination for Convenience: The Client may terminate this Agreement at any time upon providing the required notice set out in the notice schedule under clause 7.2 (Termination for Convenience). The Agency may retain fees for Services already performed up to the termination date.
8.3. Effect of Termination: Upon termination, the Agency will deliver all completed work to the Client and will be entitled to payment for work performed up to the termination date.
9. Limitation of Liability
9.1. The Agency’s total liability for any claims related to this Agreement, whether in contractor tort, shall not exceed the total fees paid by the Client in the 6 months preceding the event giving rise to the claim.
9.2. The Agency shall not be liable for indirect, consequential, or incidental damages, including loss of profits, data, or business opportunities.
10. Warranties and Disclaimers
10.1. The Agency warrants that it will provide the Services in a professional and workmanlike manner.
10.2. The Agency does not guarantee any specific results, including search engine rankingsor social media engagement metrics, as these are influenced by third-party platforms beyond the Agency’s control.
11. Dispute Resolution
11.1. Negotiation: The parties agree to attempt to resolve disputes informally in good faith before resorting to formal proceedings.
11.2. Mediation/Arbitration: If the dispute cannot be resolved through negotiation, it shall be referred to mediation or arbitration in accordance with Australian Dispute Resolution procedures.
11.3. Jurisdiction: This Agreement is governed by the laws of Queensland in Australia, and any legal action will be brought before the courts of that State/Territory.
12. Force Majeure
12.1. Neither party shall be liable for delays or failure to perform due to events beyond its control, including natural disasters, war, strikes, government actions, or interruptions to power or communications.
13. General Provisions
13.1. Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior discussions and agreements.
13.2. Amendments: This Agreement may only be modified in writing and signed by both parties.
13.3. Assignment: Neither party may assign or transfer this Agreement without the prior written consent of the other party.
13.4. Severability: If any provision of this Agreement is found to be unenforceable, the remainder of the Agreement shall remain in full force and effect.
13.5. Notices: All notices shall be in writing and delivered to the addresses listed in Section 1 of this Agreement.