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Service agreement

1. Agreement and Acceptance

1.1 This Service Agreement (“Agreement”) governs the provision of business consulting, advisory, and digital services by Love Your Work Co. Pty Ltd (“Company”, “we”, “us”) to the client (“Client”, “you”).

1.2 This Agreement becomes binding when:

  • Services commence; OR
  • Client pays any invoice issued by the Company; OR
  • Client otherwise accepts services provided; OR
  • Client provides access to third-party platforms or accounts

1.3 Payment of any invoice constitutes acceptance of these terms and creates a binding agreement.

1.4 This Agreement supersedes all prior negotiations, representations, or agreements relating to the subject matter.

2. Services

2.1 The Company provides business and marketing consulting, advisory, and digital services as agreed between the parties, which may include (but is not limited to):

  • Business Consulting
    • Strategic business planning and advisory
    • Operations and systems consulting
    • Sales and marketing strategy
    • Team and culture development
    • Project management and implementation support
  • Digital and Marketing Services
    • Website design, development, and maintenance
    • Digital audits and online presence assessments
    • Social media management and strategy
    • Content creation and copywriting
    • Marketing assets
    • Search engine optimisation (SEO)
    • Digital advertising and campaign management
    • Email marketing and automation
    • Online reputation management
    • E-commerce solutions
    • Digital analytics and reporting
  • Technical Services
    • Software selection and implementation
    • System integration and setup
    • CRM configuration, pipeline design, and sales system builds
    • Workflow automation and connected systems
    • Website hosting, deployment, and ongoing care plans
    • Client reporting portals and dashboards
    • Training and support
    • Digital project management

2.2 Services will be provided in accordance with:

  • Professional standards and industry best practices
  • Agreed scope, specifications, and timelines (where applicable)
  • Available resources and capacity
  • Platform terms of service and guidelines

2.3 The Company reserves the right to decline or discontinue services that:

  • Fall outside our expertise or capacity
  • Conflict with our values or professional standards
  • Violate third-party platform terms of service
  • May expose either party to unreasonable risk

2.4 Disclosure of Interests: The Company will disclose in writing any directorship, ownership interest, commercial relationship, or partner status that could reasonably be perceived as a conflict of interest in relation to the services or any platform recommended.

3. Fees and Payment

3.1 Service Rates: Services are charged at rates specified in quotes, proposals, or as otherwise agreed in writing between the parties.

3.2 Fixed Price Services: Some services may be quoted at fixed prices, which will be confirmed in writing prior to commencement.

3.3 Invoicing:

  • Invoices will be issued weekly, fortnightly, monthly, upon project milestones, or upon completion as determined by the Company and nature of services
  • Invoice frequency may vary based on project requirements and client arrangements
  • Time-based services are recorded in 15-minute increments, rounded up

3.4 Payment Terms:

  • Payment is due within 14 days of invoice date unless otherwise specified
  • Payment methods accepted include bank transfer, credit card, direct debit, automatic payment authority, or other methods as advised
  • Where the Client authorises automatic payment, invoices will be charged on or after the due date and the Client will receive the invoice in advance of that charge
  • Late payment may incur interest charges of 1.5% per month on overdue amounts
  • Continued service delivery may be suspended for overdue accounts

3.5 Recurring and Retainer Services:

  • Retainer and recurring service fees are invoiced in advance for the period to which they relate
  • The agreed monthly scope is fixed. Work falling outside that scope will be discussed with the Client and quoted or billed separately
  • Unused time, deliverables, or allowances within a billing period do not accrue or carry forward unless agreed in writing
  • Retainer fees remain payable in full where the Client does not utilise the available scope
  • Fees may be reviewed annually with 30 days’ written notice

3.6 Third-Party Costs and Subscriptions:

Services may require third-party software, subscriptions, hosting, licences, advertising spend, or contractor engagement. These costs are the Client’s responsibility and are handled in one of two ways, as agreed in writing for each engagement:

(a) Client-held: The account is established in the Client’s name, billed directly to the Client, and paid by the Client. The Client is responsible for maintaining the subscription, keeping payment details current, and any consequences of non-payment or cancellation.

(b) Company-held and on-charged: The Company procures the item and on-charges it to the Client, with or without a handling margin as disclosed at the time. The Company holds the account and remains responsible for payment to the supplier while the arrangement continues.

3.7 Approval of Additional Costs:

The following require prior written approval from the Client regardless of which arrangement applies:

  • Third-party software subscriptions or tools required for service delivery
  • Advertising spend and media costs
  • Premium plugins, themes, or digital assets
  • Travel expenses where applicable
  • Third-party contractor costs
  • Platform fees and transaction costs

3.8 Recurring Third-Party Costs: For ongoing services, recurring third-party costs will be outlined in proposals and require annual or project-specific approval. The Company will notify the Client of material price increases imposed by third-party suppliers as soon as reasonably practicable.

3.9 Transfer of Company-Held Accounts: Where the Company holds a subscription or account on the Client’s behalf and the engagement ends, the Company will use reasonable efforts to transfer the account to the Client. Where transfer is not possible under the supplier’s terms, the Company will advise the Client so an alternative can be arranged. On-charged costs remain payable to the end of the current supplier billing period.

3.10 Disputed Invoices: Any disputed amounts must be raised within 7 days of invoice receipt. Undisputed portions remain payable within standard terms.

4. Client Obligations

4.1 Client will:

  • Provide timely access to necessary information, personnel, systems, and third-party accounts
  • Respond to reasonable requests for information within agreed timeframes
  • Provide accurate and complete information material to the services
  • Obtain necessary internal approvals for recommendations and implementations
  • Approve content, designs, and strategies within agreed timelines
  • Maintain appropriate backups of websites and digital assets
  • Pay all invoices in accordance with agreed terms
  • Comply with relevant laws, regulations, and third-party platform terms

4.2 Platform Access:

For digital services, Client will provide:

  • Administrative access to relevant platforms (websites, social media accounts, advertising accounts)
  • Necessary login credentials and permissions
  • Authority to make changes and publish content on Client’s behalf
  • Cooperation in verification processes required by platforms

4.3 Credentials and Access Security:

  • Where a platform supports delegated, role-based, or partner access, the Client will provide access by that method in preference to sharing account passwords
  • Credentials shared with the Company will be stored using reasonable security measures and used solely for the purposes of the engagement
  • The Client is responsible for revoking Company access, and for changing any shared credentials, promptly upon termination or on request
  • The Company is not liable for activity occurring on Client accounts after access has been handed back, revoked, or transferred

4.4 Client acknowledges that failure to meet these obligations may impact service delivery, timelines, outcomes, and may result in additional costs.

5. Content and Approvals

5.1 Content Creation:

Where Company creates content (copy, images, designs, posts), Client will:

  • Provide brand guidelines, preferences, and reference materials
  • Review and approve content within agreed timelines (typically 48-72 hours)
  • Request revisions clearly and within agreed revision limits

5.2 Content Approval:

Client is responsible for:

  • Final approval of all content before publication
  • Ensuring content accuracy, particularly for factual claims
  • Legal compliance of approved content
  • Brand consistency and messaging alignment

5.3 Delays: Content approval delays may impact project timelines and delivery dates.

6. Technology and AI in Service Delivery

6.1 Our Approach: The Company uses modern technology, including artificial intelligence and automation tools, as part of its professional workflow. These tools support research, drafting, analysis, testing, and production. They do not replace professional judgement. All work is directed, reviewed, and approved by the Company before it reaches the Client, and the Company remains fully accountable for every deliverable regardless of the tools used to produce it.

6.2 Client Data: The Company selects tools that do not use Client data to train third-party models, and will not knowingly input Client confidential information into a tool that does. Client data handling remains subject to clause 8.

6.3 Accuracy: All deliverables remain subject to the approval process in clause 5. Client retains responsibility for final approval and for verifying factual claims, figures, legal statements, and regulatory content specific to their business before publication or use.

6.4 Client Preferences: Where a Client has a policy or preference restricting the use of AI tools in work produced for them, the Client will advise the Company in writing before services commence. The Company will accommodate reasonable restrictions, and will advise where doing so affects scope, timelines, or fees.

6.5 Intellectual Property: Clause 7 (Intellectual Property) applies to all deliverables regardless of the tools used in their creation. The Company does not warrant the copyright status of raw outputs generated by third-party AI tools, and will not knowingly deliver material that infringes third-party rights.

7. Intellectual Property

7.1 Client Materials: All intellectual property provided by Client (logos, existing content, proprietary information) remains Client’s property.

7.2 Company Materials:

  • Templates, methodologies, frameworks, and proprietary know-how developed by Company remain Company property
  • Client receives a non-exclusive licence to use deliverables created specifically for Client during the engagement
  • Company retains the right to use general knowledge, experience, and non-confidential techniques gained
  • Where a deliverable is built on a Company template, framework, or system, the Client owns the completed deliverable but not the underlying template, framework, or system

7.3 Created Works: Custom websites, content, and materials created specifically for Client become Client’s property upon full payment.

7.4 Third Party Materials:

  • Any third-party intellectual property used will be appropriately licensed
  • Client is responsible for ongoing licence fees for third-party tools, images, or software
  • Company disclaims responsibility for third-party IP infringement by Client

7.5 Portfolio Rights: Company may use completed work in portfolios and case studies (with Client consent and appropriate anonymisation where requested).

8. Data Protection and Privacy

8.1 Company will handle personal information in accordance with:

  • Australian Privacy Principles under the Privacy Act 1988 (Cth)
  • Company’s Privacy Policy
  • Applicable privacy laws and regulations

8.2 Client warrants they:

  • Have appropriate permissions for any personal information provided to Company
  • Will comply with privacy laws regarding data collected through Company services
  • Understand their obligations as data controller for their business activities

8.3 Data Retention:

Company will retain Client data for:

  • Duration of engagement plus 7 years (or as required by law)
  • Reasonable period for backup and disaster recovery purposes
  • As required for legitimate business purposes (anonymised analytics)

8.4 Data Security: Company implements reasonable technical and administrative safeguards but cannot guarantee absolute security of data transmission or storage.

9. Hosting, Deployed Systems and Client Portals

9.1 Hosting and Deployment: Where the Company hosts, deploys, or maintains a website, application, portal, or automation on the Client’s behalf, the arrangement is governed by clause 3.6 (Client-held or Company-held) and the following terms.

9.2 No Uptime Guarantee: Hosting, deployment, and portal services are provided on a best endeavours basis. The Company does not guarantee uptime, availability, or continuity of service, and relies on third-party infrastructure providers whose performance is outside the Company’s control.

9.3 Access Links: Some Client-facing portals, dashboards, and preview environments are made available via unlisted or token-based links rather than password-protected logins. These links are not indexed and are not publicly advertised, but they are not a security control. The Client is responsible for controlling distribution of any link provided and must not share it beyond intended recipients. The Company will issue a replacement link on request.

9.4 Effect of Non-Payment: Where hosting or care plan fees are overdue, the Company may suspend the hosted service after giving 7 days’ written notice. Services will be restored upon payment of outstanding amounts.

9.5 Effect of Termination:

On termination, and subject to payment of all outstanding amounts:

  • The Client will receive the source files, exports, or content for any deliverable they own under clause 7
  • Where hosting is Company-held, the Company will maintain the service for 30 days from termination to allow migration, after which it may be decommissioned
  • The Client is responsible for arranging replacement hosting, domain configuration, and ongoing management
  • The Company will provide reasonable transition assistance at standard rates

9.6 Automations and Integrations: Where the Company builds or maintains automated workflows, integrations, or connected systems, these depend on third-party platforms and APIs which may change or fail without notice. The Company will use reasonable efforts to monitor and repair connected systems within the agreed scope, but does not guarantee uninterrupted operation and is not liable for consequences arising from automation failure, including missed communications, unsent invoices, or lost data. Clause 11.4 applies.

9.7 Backups: Unless expressly agreed in writing as part of a care plan or ongoing service, the Client remains responsible for maintaining backups of their websites, data, and digital assets.

10. Performance and Service Levels

10.1 Best Endeavours: Company will use best endeavours to meet agreed timelines and deliverables.

10.2 External Dependencies:

Performance may be affected by:

  • Third-party platform changes, outages, or restrictions
  • Client approval and feedback timelines
  • External market conditions
  • Force majeure events

10.3 No Guarantees:

Company cannot guarantee:

  • Specific business outcomes or results
  • Search engine rankings or social media performance
  • Platform approval or compliance outcomes
  • Third-party system compatibility or performance

11. Liability and Indemnity

11.1 Professional Standards: All services are provided in accordance with professional standards and industry best practices current at the time of delivery.

11.2 Advice Limitation:

All advice, recommendations, and services are provided based on information available at the time and Client’s specific circumstances. Client acknowledges that:

  • Business outcomes cannot be guaranteed
  • Digital platforms and algorithms change frequently
  • Market conditions and external factors may impact results
  • Implementation and ongoing management remain Client’s responsibility

11.3 Liability Cap:

Company’s total liability for any claim arising from this Agreement is limited to the lesser of:

  • $50,000; OR
  • The total amount paid by Client under this Agreement in the 12 months prior to the claim

11.4 Excluded Liability:

To the maximum extent permitted by law, Company excludes liability for:

  • Indirect, consequential, or special damages
  • Loss of profits, revenue, or business opportunities
  • Data loss, corruption, or unauthorised access
  • Third-party platform changes, suspensions, or terminations
  • Failure, interruption, or malfunction of automated workflows, integrations, or connected systems
  • Consequences of Client failure to maintain third-party subscriptions, hosting, or licences held in the Client’s name
  • Search engine algorithm changes or penalties
  • Social media account restrictions or bans
  • Website or hosted service downtime due to hosting or third-party issues
  • Unauthorised access resulting from Client distribution of access links or credentials
  • Third-party claims or IP infringement

11.5 Indemnity:

Client indemnifies Company against any claims arising from:

  • Client’s use of deliverables or implementation of recommendations
  • Content provided by Client or approved by Client for publication
  • Breach of this Agreement by Client
  • Violation of third-party rights by Client
  • Client’s business practices or compliance failures

11.6 Australian Consumer Law: Nothing in this Agreement excludes, restricts, or modifies any consumer guarantees or other rights under the Competition and Consumer Act 2010 (Cth) or other applicable consumer protection laws.

12. Termination

12.1 Termination Rights:

Either party may terminate this Agreement:

  • Immediately for material breach (if not remedied within 7 days of written notice)
  • Immediately for insolvency, administration, or similar proceedings
  • With 30 days’ written notice for ongoing services
  • With 14 days’ written notice for project-based services
  • Immediately if continuation would violate applicable laws or platform terms

12.2 Effect of Termination:

  • Client remains liable for all fees incurred to termination date, including retainer fees for the notice period
  • Both parties must return confidential information and revoke access permissions
  • Accrued rights and obligations survive termination
  • Company will provide reasonable transition assistance (at standard rates)
  • Clause 9.5 applies to hosted services and deployed systems

12.3 Work Product:

Upon termination and payment of all outstanding amounts:

  • Client will receive all work product completed and paid for to termination date
  • Ongoing service access (hosting, subscriptions) becomes Client’s responsibility
  • Company may retain copies for legal and professional purposes

12.4 Refunds: No refunds apply to completed work or services already delivered, except where required by law.

13. Confidentiality

13.1 Both parties acknowledge they may receive confidential information and agree to:

  • Keep confidential information strictly confidential
  • Use confidential information solely for the purpose of this engagement
  • Not disclose confidential information to third parties without prior written consent
  • Implement reasonable security measures to protect confidential information
  • Return or destroy confidential information upon request

13.2 This obligation survives termination of this Agreement for a period of 3 years.

13.3 Confidential information excludes information that:

  • Is or becomes publicly available through no fault of the receiving party
  • Was known prior to disclosure
  • Is independently developed without use of confidential information
  • Must be disclosed by law or court order (with prior notice where legally possible)

14. Platform Dependencies

14.1 Third-Party Platforms:

Services may depend on third-party platforms (social media, advertising networks, hosting providers, CRM systems, automation tools) which:

  • May change terms, features, pricing, or availability without notice
  • Are beyond Company’s direct control
  • May impact service delivery or outcomes

14.2 Platform Changes: Company will make reasonable efforts to adapt to platform changes but cannot guarantee service continuity through all changes. Where a platform change requires material rework, the Company will advise the Client and quote separately.

14.3 Account Issues:

Client is responsible for:

  • Maintaining good standing with platforms
  • Resolving account restrictions or suspensions
  • Complying with platform terms and policies

15. General Terms

15.1 Governing Law: This Agreement is governed by the laws of Queensland, Australia.

15.2 Jurisdiction: Courts of Queensland have non-exclusive jurisdiction for any disputes.

15.3 Dispute Resolution:

  • Parties will first attempt to resolve disputes through good faith negotiation
  • If unsuccessful after 30 days, disputes may be referred to mediation
  • Each party bears their own costs unless a court or mediator determines otherwise

15.4 Independent Contractor: Company provides services as an independent contractor, not as an employee, partner, or agent.

15.5 Subcontractors: Company may engage qualified subcontractors to deliver services, with appropriate confidentiality and quality controls.

15.6 Assignment:

  • Client may not assign this Agreement without Company’s written consent
  • Company may assign this Agreement with 30 days’ written notice to Client

15.7 Variation: This Agreement may only be varied in writing signed by both parties or confirmed by email.

15.8 Severability: Invalid or unenforceable provisions will be severed without affecting the validity of remaining provisions.

15.9 Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations and agreements.

15.10 Force Majeure: Neither party is liable for delays or non-performance due to circumstances beyond their reasonable control, including but not limited to natural disasters, government actions, platform outages, or internet disruptions.

15.11 Survival: The following clauses survive termination: Confidentiality, Intellectual Property, Liability and Indemnity, Data Protection, Hosting and Deployed Systems, and General Terms.

15.12 Notices:

  • Must be in writing and delivered by email, registered post, or hand delivery
  • Email addresses: Client’s primary contact email on file; Company’s hello@loveya.work
  • Deemed received when sent (if email delivered during business hours), or next business day if sent after hours

15.13 Waiver: Failure to enforce any provision does not constitute a waiver of that or any other provision.

15.14 Counterparts: This Agreement may be executed in counterparts, including electronic signatures.

Acceptance

By paying any invoice, commencing services, or providing access to platforms/accounts, Client acknowledges they have read, understood, and agree to be bound by this Service Agreement.

Love Your Work Co. Pty Ltd

ABN: 86 687 632 739

Last updated: 20/07/2026

Questions? Email hello@loveya.work