ONLINE MONKEYS LLC

TERMS AND CONDITIONS OF SERVICE

These Terms and Conditions (“Terms”) govern the provision of services by Online Monkeys LLC, a Wyoming limited liability company operating under the business name Online Monkeys and via onlinemonkeys.au (“the Company”, “we”, “our”, “us”), to the client (“the Client”, “you”, “your”).

Unless expressly agreed otherwise in writing, all Services are provided by Online Monkeys LLC and not by any director, member, employee, contractor, consultant or representative in their personal capacity.

By engaging our Services, accepting a Quote or Proposal, instructing us to commence or continue Services, making payment, or continuing to communicate with us in connection with the Services after these Terms have been provided, linked or otherwise made available to you, including through our email communications or email signature, you acknowledge that you have been given access to these Terms and agree to be bound by them.

1. DEFINITIONS

In these Terms, the following definitions apply:

“Services” means any and all services provided by the Company, including but not limited to: Google Ads management, Meta Ads (Facebook/Instagram) management, search engine optimisation (SEO), website design and development, AI implementation and consulting, content creation, analytics and reporting, and any other digital marketing or technology services agreed upon in writing.

“Quote” or “Proposal” means any written quotation, proposal, estimate, scope of work or commercial offer issued by the Company, including by email or other electronic communication, which sets out or describes the Services, scope, objectives, fees, deliverables, timelines or other commercial terms, whether in general or specific terms.

“Project” means the Services, objectives or work described or contemplated in an Approved Quote or Proposal, including any related activities reasonably required to support or deliver those Services or objectives.

“Deliverables” means any tangible or intangible output produced or provided by the Company in connection with the Services, including reports, recommendations, strategies, analyses, content, configurations, software, tools, workflows, documents, designs, data, implementations and other work product. Not all Services necessarily result in a separate or client-facing Deliverable.

“Staging Site” means a temporary, non-public version of a website used for development, review, and testing prior to deployment to a live environment.

“Approved Quote” means a Quote or Proposal accepted by the Client through written confirmation, email, electronic signature, instruction to commence or continue the Services, payment of any related invoice or fee, or other conduct reasonably indicating acceptance.

2. ENGAGEMENT AND ACCEPTANCE

2.1. A binding agreement between the Company and the Client is formed when the Client accepts an Approved Quote or Proposal, including through written confirmation, email, electronic signature, payment, instruction to commence or continue the Services, or other conduct reasonably indicating acceptance.

2.2. Acceptance of an Approved Quote or Proposal constitutes acceptance of these Terms in their entirety, unless the Company and the Client have expressly agreed in writing to different terms before acceptance.

2.3. Verbal discussions, recommendations or instructions do not amend the Agreement, expand the scope of Services or create additional obligations unless expressly confirmed in writing by the Company.

2.4. The Company reserves the right, at its sole discretion, to decline any proposed engagement before a binding agreement is formed.

3. SCOPE OF SERVICES

3.1. The scope of the Services will be determined by the applicable Approved Quote or Proposal, whether the Services are described in general or specific terms. Unless expressly stated otherwise, a description of Services, objectives or service categories is not intended to constitute an exhaustive list of every individual task or activity that may be performed. Work requested by the Client that falls outside the agreed Services may be subject to additional fees and a revised or supplementary Quote or Proposal.

3.2. The Company will perform the Services with reasonable care and skill, using its professional judgment in light of the nature, scope and objectives of the Services.

3.3.

he Client acknowledges that the Company does not guarantee any specific ranking, traffic level, lead volume, conversion rate, revenue, sales, return on investment, advertising performance, search visibility, AI-search visibility or other commercial outcome from the Services.

Results may be affected by factors outside the Company’s control, including search demand, market conditions, competition, search engine and platform algorithms, artificial intelligence features, advertising platforms, third-party policies, website performance, user behaviour, pricing, reputation, reviews, conversion paths, technical issues, changes made by the Client or third parties, and the Client’s own sales, operational and commercial decisions.

3.4. Operational Discretion
Where the Services are described by reference to general objectives, service categories or outcomes rather than an exhaustive list of individual tasks, the Company may determine the specific tasks, methods, tools, sequencing and allocation of resources reasonably considered appropriate to perform, support or improve the Services.

This may include research, strategy, competitor analysis, technical analysis, monitoring, testing, reporting systems, automation, software, platforms, workflows, data analysis, internal tools and other activities reasonably connected with the Client’s objectives, whether or not each individual activity is expressly listed in the Quote or Proposal.

Unless expressly agreed otherwise in writing, the Company is not required to perform every possible activity within a service category, perform the same activities each month, or allocate any particular amount of time to any individual task.

4. FEES AND PAYMENT

4.1 Fees

All fees for the Services will be as set out in the applicable Approved Quote or Proposal. Unless expressly stated otherwise, all fees are exclusive of any applicable sales tax, VAT, GST or similar transaction taxes, which will be added where required by law.

The Company may invoice in the currency specified in the Approved Quote or Proposal, including AUD, USD, EUR or any other agreed currency. The Client is responsible for any bank fees, foreign-exchange charges, intermediary fees or other payment costs incurred in making payment to the Company.

4.2 Payment Terms
Unless otherwise agreed in writing, fees are invoiced in advance. Each invoice is payable by the due date stated on the invoice or, where no due date is stated, within fourteen (14) days of the invoice date.

The Company may delay commencement of the Services, suspend ongoing Services or withhold Deliverables while any undisputed amount remains overdue, without liability for any resulting delay or impact on performance.

Overdue amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, calculated from the payment due date until payment is received in full.

4.3 Payment Methods
Payment must be made using a payment method approved by the Company, which may include credit or debit card, bank transfer, or another payment method specified by the Company from time to time.

The Company may use third-party payment processors, including Stripe, to process payments.

4.4 Payment Authorisation and Stored Payment Methods
Where the Client provides a payment method to the Company or its payment processor, the Client authorises the relevant payment processor to securely retain that payment method for payments due in connection with the Services.

The Client authorises the Company to charge an authorised stored payment method for:

(a) invoices and fees that are due under an Approved Quote or Proposal;
(b) recurring retainers, subscriptions or recurring Services agreed with the Client; and
(c) any other amount that the Client has expressly authorised the Company to charge.

The Company will not charge a stored payment method for services or amounts that have not been agreed or otherwise become payable under the Agreement.

The Client represents that it is authorised to use any payment method provided to the Company.

The Client may revoke future payment authority by giving written notice to the Company. Revocation does not affect any payment obligation already incurred or any amount already due under the Agreement.

4.5 Invoice Disputes
If the Client disputes an invoice or charge, the Client must notify the Company in writing within fourteen (14) days of the invoice date or charge date, clearly identifying the amount disputed and the reasons for the dispute.

Any portion of an invoice that is not genuinely disputed remains payable by the applicable due date.

If the Client does not provide written notice of a dispute within this period, the invoice will be treated as accepted for billing purposes, except in the case of manifest error or where applicable law provides otherwise.

A payment dispute does not relieve the Client from paying other undisputed invoices or recurring fees that are properly due under the Agreement.

4.6 Deposits and Advance Payments
The Company may require a deposit, retainer or advance payment before commencing or continuing the Services.

Unless expressly stated otherwise in the applicable Approved Quote or Proposal, deposits and advance payments are non-refundable once the Company has commenced work, allocated resources, reserved capacity, incurred costs or otherwise begun performing the Services.

Any refund that may be due will be limited to the portion of the deposit or advance payment relating to Services that have not been performed, subject to any non-recoverable costs, commitments or work already undertaken by the Company and to applicable law.

5. PROJECT DELIVERY AND APPROVAL

5.1. For website design, development, and similar project-based work, the Company will deliver work to a Staging Site when agreed or other review environment for the Client’s review and approval before deployment to a live environment.

5.2. Upon delivery to a Staging Site, the Client will be notified via email and will have seven (7) business days to review the work and provide written feedback, change requests, or approval (“Review Period”).

5.3. IF THE CLIENT FAILS TO RESPOND WITHIN THE REVIEW PERIOD, THE WORK SHALL BE DEEMED APPROVED AND ACCEPTED BY THE CLIENT. The Company may then proceed with invoicing and/or charging the Client’s stored payment method in accordance with Section 4.4.

5.4. The Client is entitled to a reasonable number of revision rounds as specified in the Quote( two ). Additional revisions beyond the included rounds may incur extra charges at the Company’s standard hourly rate or as quoted.

5.5. Final sign-off on a project constitutes acceptance that the Deliverables meet the requirements of the Approved Quote.

6. CLIENT RESPONSIBILITIES AND COMMUNICATION

6.1. The Client agrees to provide all necessary information, materials, access credentials, and approvals in a timely manner to enable the Company to perform the Services.

6.2. The Client is responsible for ensuring that an authorised representative is available to review deliverables, provide feedback, and approve work within the timeframes specified in these Terms or in the relevant Quote.

6.3. All official communications, including feedback, change requests, approvals, and disputes, must be sent to the primary contact designated by the Company (as notified to the Client in writing). Communications sent only to subcontractors, developers, or other team members may not be actioned or escalated unless the designated primary contact is included.

6.4. The Client agrees to copy (“CC”) the Company’s designated primary contact on all project-related communications. The Company shall not be held responsible for delays or miscommunications arising from the Client’s failure to include the designated primary contact.

6.5. If the Client is unresponsive or unavailable for a period exceeding fourteen (14) business days during an active project, the Company reserves the right to deem the project complete, issue a final invoice, and reallocate resources.

7. REFUNDS AND CANCELLATION

7.1. If the Client identifies a billing error or unauthorised charge, the Client must notify the Company in writing within seven (7) days. The Company will investigate and, if the charge is confirmed as an error, will issue a full refund within seven (7) business days.

7.2. The Client may cancel a project at any time by providing written notice. Upon cancellation, the Client is liable for all work completed up to the date of cancellation, calculated on a pro-rata basis against the Approved Quote.

7.3. The Company may cancel or suspend Services if the Client breaches these Terms, fails to make payment when due, or is unresponsive for a period exceeding fourteen (14) business days. The Company will provide written notice before cancellation.

7.4. Deposits are non-refundable unless the Company is unable to commence or deliver the agreed Services.

7.5. The Client agrees to contact the Company directly to resolve any payment or billing concerns before initiating a bank chargeback or payment dispute. Chargebacks initiated without prior written notice to the Company may incur an administrative fee of up to $100 to cover processing costs.

8. INTELLECTUAL PROPERTY

8.1. All intellectual property rights in the Deliverables shall transfer to the Client upon receipt of full payment for the relevant Services.

8.2. Until full payment is received, the Company retains all intellectual property rights in the Deliverables.

8.3. The Company retains the right to use anonymised or non-confidential examples of work completed for the Client in its portfolio, case studies, and marketing materials, unless the Client objects in writing.

8.4. Any pre-existing intellectual property, frameworks, tools, or templates owned by the Company and used in the delivery of Services remain the property of the Company. The Client is granted a non-exclusive, perpetual licence to use such materials as part of the Deliverables.

9. CONFIDENTIALITY

9.1. Both parties agree to keep confidential all information disclosed during the engagement that is not publicly available, including but not limited to business strategies, client data, login credentials, advertising budgets, analytics data, and proprietary methodologies.

9.2. This obligation of confidentiality survives the termination of the engagement and continues for a period of two (2) years thereafter.

10. DATA PROTECTION AND PRIVACY

10.1. The Company will handle all personal data in accordance with the Australian Privacy Act 1988 (Cth), the General Data Protection Regulation (GDPR) where applicable, and any other relevant data protection laws.

10.2. Payment card data is processed and stored securely by Stripe in accordance with PCI-DSS standards. The Company does not directly store full card details on its own systems.

10.3. The Client consents to the Company processing their personal and business data as reasonably necessary for the provision of Services.

10.4 Reporting, Records and Post-Termination Requests

Where reporting forms part of the applicable Services, reports, dashboards, live reporting pages, summaries and similar materials may present campaign activity in summary form. Unless expressly stated otherwise in the applicable Quote, Proposal, statement of work or other written agreement, such reporting does not constitute a complete archive of underlying working records, and Online Monkeys LLC is not required to maintain or deliver an itemised or forensic record of all activity performed during an engagement.

Unless expressly agreed otherwise in writing, complete historical link-building records are not a Deliverable and Online Monkeys LLC does not undertake to maintain a permanent historical archive of link-building activity.

During an active engagement, the Client may request the live URLs of links placed for the Client during a specified calendar month. Any such request must be made within thirty (30) days after the end of that calendar month. Online Monkeys LLC has no obligation to provide, retrieve or reconstruct link-building records requested outside that period or following termination or expiry of the engagement.

Publisher and supplier identities, supplier pricing, outreach contacts and correspondence, methodologies, internal notes and working files constitute Online Monkeys LLC’s confidential business information and are not Client Deliverables unless expressly agreed otherwise in writing.

Online Monkeys LLC does not provide a permanent storage or archival service. Following termination or expiry of an engagement, Online Monkeys LLC may retain project materials and operational records for up to thirty (30) days, after which they may be deleted, deactivated or otherwise become unavailable without notice.

Temporary possession or retention of any information does not make that information a Client Deliverable or create an obligation to provide it where it was not otherwise included within the agreed scope of Services.

The Client is responsible for downloading, exporting or otherwise retaining its own copies of reports, Deliverables and other materials made available to it during the engagement.

Requests for historical records, underlying operational data or supporting information that were not expressly agreed as Client Deliverables may be declined at Online Monkeys LLC’s discretion. Where Online Monkeys LLC agrees to retrieve, compile, export, verify or reconstruct such information, that work may be charged separately at its then-current rates.

Online Monkeys LLC has no obligation to recreate, reconstruct, restore or independently verify reports, campaign records, link-building records, working files or other information that is no longer readily available.

Nothing in this clause limits any obligation Online Monkeys LLC may have to preserve, retain or produce information where required by applicable law, regulation, court order, legal process, insurance requirement or other binding legal obligation, or any right that cannot lawfully be excluded.

11. LIMITATION OF LIABILITY

11.1 Aggregate Liability Cap
To the maximum extent permitted by applicable law, the Company’s total aggregate liability arising out of or in connection with the Agreement, the Services, or the relationship between the Company and the Client, whether arising in contract, tort (including negligence or professional negligence), misrepresentation, statute, restitution or otherwise, shall not exceed the total fees actually paid by the Client to the Company for the specific Services giving rise to the claim during the three (3) months immediately preceding the first event giving rise to the claim.

This limitation applies collectively to all claims arising from the same or related acts, omissions, events, circumstances or Services and shall not operate as a separate limit for each claim, cause of action or legal theory.

1.2 Excluded Losses
To the maximum extent permitted by applicable law, the Company shall not be liable for any loss of revenue, loss of profit, loss of sales, loss of business, loss of contracts, loss of opportunity, loss of anticipated savings, loss of goodwill, loss of reputation, loss of data, business interruption, or other commercial or economic loss, whether direct, indirect, incidental, special, consequential, exemplary or punitive.

This exclusion applies whether the alleged loss arises in contract, tort (including negligence or professional negligence), misrepresentation, statute or otherwise, whether or not such loss was foreseeable or the Company was advised of the possibility of such loss.

11.3. The Company does not guarantee specific results from any digital marketing, advertising, or SEO service. Performance metrics shared in proposals or discussions are estimates only and do not constitute guarantees.

11.4. The Company is not responsible for changes to third-party platforms (including Google, Meta, or any other platform) that may affect the performance or delivery of Services.

12. THIRD-PARTY SERVICES AND AD SPEND

12.1. The Client is directly responsible for all advertising spend on third-party platforms (including Google Ads and Meta Ads). Advertising spend is separate from the Company’s service fees.

12.2.

11.2 Excluded Losses
To the maximum extent permitted by applicable law, the Company shall not be liable for any loss of revenue, loss of profit, loss of sales, loss of business, loss of contracts, loss of opportunity, loss of anticipated savings, loss of goodwill, loss of reputation, loss of data, business interruption, or other commercial or economic loss, whether direct, indirect, incidental, special, consequential, exemplary or punitive.

This exclusion applies whether the alleged loss arises in contract, tort (including negligence or professional negligence), misrepresentation, statute or otherwise, whether or not such loss was foreseeable or the Company was advised of the possibility of such loss.

12.3. Where the Company manages advertising accounts on behalf of the Client, the Client retains ownership of those accounts at all times.

13. WEBSITE AND HOSTING

13.1. The Client is responsible for maintaining current backups of their website and digital assets. While the Company takes reasonable precautions during development and maintenance, the Company is not liable for data loss.

13.2. The Client is responsible for their own hosting arrangements unless hosting is explicitly included in the Approved Quote.

13.3. Upon completion of a web development project, the Client is responsible for maintaining, updating, and securing their website. Ongoing maintenance may be arranged under a separate agreement. And the Client is responsible to revoke accesses.

14. ACCESS CREDENTIALS

14.1. The Client agrees to provide necessary access credentials (including website, hosting, CMS, advertising platform, and analytics credentials) required for the Company to perform the Services.

14.2. The Company will take reasonable measures to protect the security of all credentials provided. The Client should change passwords upon termination of the engagement.

14.3. If the Client revokes access credentials during an active project without prior written notice, the Company is not liable for any resulting delays, and the project timeline may be adjusted accordingly.

15. FORCE MAJEURE

Neither party shall be liable for any failure or delay in performing its obligations under these Terms to the extent that such failure or delay results from circumstances beyond its reasonable control, including but not limited to natural disasters, pandemic, war, government action, power or internet outages, or failures of third-party platforms or service providers.

16. DISPUTE RESOLUTION

16.1. The parties agree to attempt to resolve any dispute arising under these Terms through good faith negotiation in the first instance.

16.2. If the dispute cannot be resolved within fourteen (14) days of written notice, the parties agree to submit the dispute to mediation before pursuing any other legal remedy.

16.3. Nothing in this clause prevents either party from seeking urgent injunctive or equitable relief.

17. TERMINATION

17.1. Either party may terminate the engagement by providing fourteen (14) days’ written notice.

17.2. The Company may terminate immediately if the Client breaches these Terms, including non-payment, or engages in conduct that is abusive, threatening, or illegal.

17.3. Upon termination, the Client remains liable for all fees and other amounts due or accrued in connection with Services performed, work undertaken, resources allocated, capacity reserved, costs incurred or commitments made up to the effective date of termination.

Any entitlement to a refund of prepaid amounts shall be determined in accordance with Section 4.6 and the applicable Approved Quote or Proposal. Termination does not create any additional right to a refund for Services already performed, commenced, allocated or otherwise committed.

17.4. Sections relating to payment obligations, intellectual property, confidentiality, limitation of liability, and dispute resolution survive termination of these Terms.

18. GOVERNING LAW AND JURISDICTION
These Terms and any dispute arising out of or relating to the Services, the Agreement or the relationship between the Company and the Client are governed by and construed in accordance with the laws of the State of Wyoming, United States, without regard to conflict-of-law principles.

Subject to any dispute-resolution provisions contained in these Terms, the parties submit to the exclusive jurisdiction of the state and federal courts located in Wyoming, United States, except where applicable law requires otherwise.

19. GENERAL PROVISIONS

19.1. These Terms, together with any accepted Quote and any supplementary agreements, constitute the entire agreement between the parties and supersede all prior negotiations, representations, and agreements.

19.2. The Company may update these Terms from time to time. Clients will be notified of material changes in writing. Continued use of Services after notification constitutes acceptance of the updated Terms.

19.3. If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

19.4. The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision.

19.5. The Client may not assign or transfer their rights or obligations under these Terms without the Company’s prior written consent.

20. ACCEPTANCE

By engaging the Services, accepting an Approved Quote or Proposal (even via email text ), instructing the Company to commence or continue Services, making payment, or continuing to engage with the Company in connection with the Services after these Terms have been provided, linked or otherwise made available, including through email communications or an email signature, the Client confirms that it has been given access to these Terms and agrees to be bound by them.