ONLINE MONKEYS
TERMS AND CONDITIONS OF SERVICE
These Terms and Conditions (“Terms”) govern the provision of services by Online Monkeys operating via onlinemonkeys.au (“the Company”, “we”, “our”, “us”) to the client (“the Client”, “you”, “your”). By engaging our services, accepting a quote, or making payment, you acknowledge that you have read, understood, and agree to be bound by these Terms.
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 a written estimate or proposal provided by the Company outlining the scope of work, deliverables, timelines, and fees for the Services. ( even via email )
“Project” means the specific scope of work described in an accepted Quote.
“Deliverables” means the tangible and intangible outputs produced by the Company as part of the Services.
“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 that has been accepted by the Client in writing, including acceptance via email, electronic signature, or any other written confirmation.
2. ENGAGEMENT AND ACCEPTANCE
2.1. A binding agreement between the Company and the Client is formed when the Client accepts a Quote in writing (including via email, electronic communication, or by making payment against a Quote).
2.2. Acceptance of a Quote constitutes acceptance of these Terms in their entirety, unless the Client has negotiated and agreed to alternative terms in writing prior to acceptance.
2.3. Verbal agreements or instructions are not binding unless confirmed in writing by both parties.
2.4. The Company reserves the right to decline any engagement at its sole discretion.
3. SCOPE OF SERVICES
3.1. The scope of Services to be provided will be as described in the accepted Quote. Any work requested beyond the scope of the original Quote may be subject to additional fees and a revised or supplementary Quote.
3.2. The Company will perform the Services with reasonable care and skill, consistent with industry standards.
3.3. The Client acknowledges that results from digital marketing services (including but not limited to advertising campaigns, SEO, and content marketing) cannot be guaranteed, as outcomes depend on numerous factors beyond the Company’s control including market conditions, competition, platform algorithm changes, and third-party policies.
4. FEES AND PAYMENT
4.1 Fees
All fees for Services are as set out in the accepted Quote. Unless otherwise stated, fees are exclusive of applicable taxes (including GST where applicable). The Company invoices in the currency specified in the Quote, which may include Australian Dollars (AUD), United States Dollars (USD), Euros (EUR), or other currencies as agreed based on the Client’s location.
4.2 Payment Terms
Unless otherwise agreed in writing, invoices are paid in advance and due and payable within fourteen (14) days of the invoice date. The Company reserves the right to charge interest on overdue amounts at a rate of 2% per month (or part thereof), calculated from the due date until payment is received in full.
4.3 Payment Methods
The Company accepts payment via the following methods:
(a) Credit or debit card processed through Stripe;
(b) Bank transfer to the Company’s nominated bank account.
4.4 Payment Authorisation and Stored Payment Methods
BY ACCEPTING A QUOTE AND/OR PROVIDING YOUR PAYMENT DETAILS TO THE COMPANY (WHETHER AT THE TIME OF ENGAGEMENT OR AT ANY POINT DURING THE COURSE OF THE BUSINESS RELATIONSHIP), YOU EXPRESSLY AUTHORISE THE COMPANY TO:
(a) Securely store your payment method details (including credit card or debit card information) via our payment processor, Stripe, for the purpose of processing payments related to Services provided under any accepted Quote;
(b) Charge your stored payment method for any outstanding invoices issued against an Approved Quote, upon completion or deemed completion of the relevant Services or milestones; or in advance as per terms and conditions
(c) Charge your stored payment method for any recurring service fees, retainers, or subscription-based services as outlined in the relevant Quote or service agreement;
(d) Process refunds to your stored payment method where applicable.
This authorisation remains in effect for the duration of the business relationship and for a period of ninety (90) days following its termination, solely for the purpose of collecting any outstanding amounts owed under an Approved Quote.
The Client may revoke this authorisation at any time by providing written notice to the Company. Revocation does not affect the Client’s obligation to pay for Services already rendered or invoiced under an Approved Quote.
4.5 Invoice Disputes
If the Client disputes any invoice or charge, the Client must notify the Company in writing within seven (7) days of the invoice date or charge date, providing specific details of the dispute. Failure to dispute an invoice within this period constitutes acceptance of the invoice. The Company will make reasonable efforts to resolve any legitimate dispute promptly and in good faith.
4.6 Deposits
The Company may require a deposit in full before commencing work. Deposits are non-refundable unless the Company is unable to deliver the agreed Services.
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.
11. LIMITATION OF LIABILITY
11.1. To the maximum extent permitted by law, the Company’s total liability to the Client for any claim arising out of or in connection with these Terms or the Services shall not exceed the total fees paid by the Client to the Company in the twelve (12) months preceding the claim.
11.2. The Company shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of revenue, loss of profit, loss of data, or business interruption, regardless of the cause of action.
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. The Company is not liable for any actions taken by third-party platforms, including account suspensions, policy violations, or changes in platform terms.
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 is liable for all fees for Services rendered up to the date of termination. Any pre-paid amounts for undelivered Services will be refunded on a pro-rata basis.
17.4. Sections relating to payment obligations, intellectual property, confidentiality, limitation of liability, and dispute resolution survive termination of these Terms.
18. GOVERNING LAW
These Terms are governed by and construed in accordance with the laws of the State of New South Wales, Australia. The parties submit to the non-exclusive jurisdiction of the courts of New South Wales and any courts of appeal therefrom.
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 accepting a Quote ( even via email ) , engaging the Company’s Services, providing payment details, or making a payment, the Client confirms that they have read, understood, and agree to these Terms and Conditions in their entirety.