Terms & Conditions

MASTER SERVICES AGREEMENT

ORION MEDIA PTY LTD
TRADING AS A.P. WEB SOLUTIONS

ABN: 68 627 229 252 | ACN: 627 229 252

Last Updated: 19th January 2026
Version: 2.0

This Master Services Agreement (“Agreement”) is entered into between Orion Media Pty Ltd trading as A.P. Web Solutions (“APWS”, “we”, “us”, “our”) and the client identified in the Service Agreement or Statement of Work (“Client”, “you”, “your”).

By accepting the Service Agreement, Statement of Work, or proposal, or by making payment for Services, you agree to be legally bound by these Terms and Conditions.

1.  DEFINITIONS

“Agreement” means this Master Services Agreement together with the Service Agreement, Statement of Work, and any Schedules.

“Agency-Managed Accounts” means accounts, platforms, campaigns, or properties managed by APWS including Google Ads, Meta Ads, LinkedIn Campaign Manager, Google Analytics, Search Console, and any other platforms specified in the Service Agreement.

“Authorized Person” means the individual(s) designated by Client with authority to approve scope changes, deliverables, and additional fees.

“Change Request” means a formal request to modify the Services, scope, deliverables, or fees outside the agreed Service Agreement.

“Contract Term” means the minimum term specified in the Service Agreement.

“Material Breach” means a breach that goes to the root of the Agreement or deprives the non-breaching party of substantially the whole benefit, including non-payment for 30 days, breach of confidentiality causing harm, repeated breaches after notice, or insolvency/administration.

“Early Termination Fee” means the fee payable if Client terminates during the Contract Term.

“Point of Contact” or “POC” means the designated individual(s) through whom all communications regarding Services are directed.

“Service Agreement” or “Statement of Work” or “SOW” means the document defining the specific services, deliverables, fees, and term for the engagement.

“Services” means the digital marketing services including SEO, SEM/PPC, website design, and related services as specified in the Service Agreement.

2. SERVICES AND SCOPE

2.1 APWS will provide the Services described in the Service Agreement in accordance with professional industry standards.

2.2 The scope of Services is defined exclusively by deliverables, specifications, and parameters in the Service Agreement. Work beyond that scope requires a Change Request.

2.3 APWS may engage subcontractors and agents to assist in delivering Services. APWS remains responsible for all work performed.

2.4 Service specifications, methodologies, and processes used by APWS are confidential and proprietary to APWS.

3. FEES AND PAYMENT

3.1 Fees
Client agrees to pay the fees specified in the Service Agreement. All fees are exclusive of GST unless otherwise stated.

3.2 Payment Terms
Invoices are due within 7 days of issue. Payment may be made by bank transfer (no fee) or credit card (2% surcharge applies). If Client provides payment details, Client authorizes APWS to automatically debit the nominated account.

3.3 Media Spend
For PPC/SEM services, Media Spend (amounts paid to advertising platforms) is separate from APWS management fees. Client is responsible for ensuring adequate funds are available to support the agreed Media Spend budget.

3.4 Invoice Immutability
Once issued, invoices are final and reflect the Service Agreement or most recently approved Change Request. APWS will not reissue or adjust invoices based on informal requests, phone calls, or emails. Invoice adjustments require evidence of an approved Change Request submitted before invoice issuance.

3.5 Late Payment
If payment is not received by the due date:
(a) An administrative fee of $75 applies for the first 7-day period overdue;
(b) Interest accrues at 15% per annum, calculated daily and compounded monthly, from the due date until payment;
(c) If payment remains overdue for 30 days, APWS may suspend Services and/or engage collection agencies. Client is liable for all reasonable collection costs including legal fees;
(d) Service suspension does not pause billing – monthly fees continue to accrue.

3.6 Overdue invoices may be reported to credit agencies after 30 days.

3.7 All fees are non-refundable.

3.8 GST
All amounts are exclusive of GST unless stated otherwise. Client must pay GST on taxable supplies upon receiving a valid tax invoice.

4. CLIENT OBLIGATIONS

4.1 Required Access
Client must provide within 5 business days:
(a) Administrator access to website, hosting, CMS, and FTP;
(b) Administrator access to all required marketing platforms (Google Ads, Meta, LinkedIn, Analytics, Search Console, etc.);
(c) Access to existing website traffic statistics and analytics;
(d) Permission to make changes for optimisation purposes and communicate with third parties (e.g., web designers) as necessary;
(e) Authorisation to use Client’s pictures, logos, trademarks, website images, content, and materials for SEO, PPC, and marketing purposes.

4.2 Points of Contact and Authorized Persons
(a) Client designates maximum two (2) POCs: one Primary and one Secondary;
(b) Client designates at least one Authorized Person with authority to approve scope changes, Change Requests, deliverables, and additional fees;
(c) The Authorized Person is typically the Primary POC unless otherwise designated;
(d) APWS will only respond to and act upon communications from designated POCs or Authorized Persons;
(e) Additional POCs require written approval and $250/month per additional POC;
(f) Client must notify APWS in writing within 2 business days of any changes to POCs or Authorized Persons;
(g) APWS may rely on communications from designated POCs/Authorized Persons as binding on Client.

4.3 Response Timeframes
(a) Client must respond to requests for information, feedback, approvals, or materials within 5 business days unless a different timeframe is specified;
(b) If Client fails to respond within 5 business days, APWS may assume approval and proceed with work;
(c) If Client remains unresponsive for 10 business days, APWS may suspend Services, terminate the Agreement, or proceed based on professional judgment;
(d) Client delays automatically extend all deadlines by the period of delay;
(e) Monthly fees continue during Client-caused delays – suspension does not pause billing.

4.4 Account Access and Security
(a) Client’s access to Agency-Managed Accounts is limited to read-only/viewer permissions for the duration of Services;
(b) Read-only access ensures APWS can control and optimise campaigns without interference while providing Client full visibility of performance;
(c) Client must NOT grant access to Agency-Managed Accounts to any third-party agency, consultant, or service provider without APWS’ prior written consent;
(d) Client must NOT share login credentials or authorize third parties to make changes to Agency-Managed Accounts;
(e) Collaboration with third parties for non-competing services (web development, graphic design, content writing) is permitted provided: (i) APWS is notified in advance in writing; (ii) the third party does not access Agency-Managed Accounts; (iii) materials are provided to APWS for implementation;

4.5 Content and Materials
Client must provide required content, images, and materials within agreed timeframes. Delays in providing materials extend project timelines accordingly.

4.6 Content Warranties
Client warrants that all content, images, trademarks, and materials provided to APWS are owned by Client or Client has permission to use them. Client indemnifies APWS against any claims arising from use of Client-provided materials.

4.7 Client Responsibilities
Client remains solely responsible for:
(a) Accuracy and legality of all content provided to APWS;
(b) Compliance with all applicable laws, advertising standards, and platform policies;
(c) All content on Client’s website and social media, including content added or modified by APWS at Client’s direction;
(d) Monitoring Client’s accounts, website, and profiles for issues or unauthorized access;
(e) Maintaining adequate backups of Client’s data;
(f) Checking and correcting any content or changes made by APWS to Client’s website, ads, or social media.

5. CHANGE REQUESTS AND SCOPE CHANGES

5.1 What Requires a Change Request
Any work outside the agreed scope requires a Change Request, including but not limited to:
(a) Additional deliverables, pages, keywords, campaigns, or locations;
(b) Expansion to additional services not in the Service Agreement;
(c) Changes to Media Spend budget (increase or decrease);
(d) Changes to reporting frequency or deliverable specifications;

5.2 Media Spend Budget Changes
(a) Monthly Media Spend budget is fixed as specified in the Service Agreement and cannot be changed month-to-month;
(b) Changes to Media Spend require a formal Change Request with 30 days’ notice;

5.3 Change Request Process
(a) When Client requests out-of-scope work, APWS will prepare a Change Request detailing the additional work, estimated hours/effort, cost, timeline impact, and effect on existing deliverables;
(b) No work begins until the Authorized Person approves the Change Request in writing;
(c) Approved Change Requests update the Service Agreement and adjust billing accordingly;
(d) APWS reserves the right to approve or deny any Change Request at its sole discretion, including but not limited to requests that would: 
     (i) Reduce scope or fees during a Contract Term;  
     (ii) Materially alter the service package; 
     (iii) Require resources beyond APWS’ current capacity (iv) Conflict with other client commitments; 
(e) Informal discussions, emails, or phone calls do not constitute approved changes.

6. TERM AND TERMINATION

6.1 Contract Term
If a Contract Term is specified in the Service Agreement, this Agreement continues for that minimum term and then month-to-month until terminated.

6.2 Month-to-Month Agreements
If no Contract Term is specified, either party may terminate with 30 days’ written notice. Termination is effective provided all outstanding invoices are paid.

6.3 Early Termination Fees
If Client terminates during a Contract Term (except for APWS breach), Client must pay:
(a) Months 1-6 of Contract Term: 100% of monthly fees for the remainder of the Contract Term;
(b) Months 7-12 of Contract Term: 50% of monthly fees for the remainder of the Contract Term;

6.4 Termination for Breach
Either party may terminate immediately if the other party:
(a) Commits a material breach and fails to remedy within 14 days of written notice; or
(b) Becomes insolvent or enters administration.

6.5 Termination for Non-Payment
APWS may terminate immediately if Client fails to pay within 30 days of the due date.

6.6 Effect of Termination
Upon termination:
(a) Client must immediately pay all outstanding invoices including any Early Termination Fee;
(b) APWS will cease Services;
(c) All licenses granted to Client terminate immediately.

6.7 Project-Based Services
For non-recurring projects (e.g., website design), if Client terminates before completion, Client pays for all work completed plus 50% of remaining project fees.

7. ACCOUNT INTERFERENCE AND RECONSTRUCTION

7.1 If Client or any third party authorized by Client makes changes to, overwrites, or modifies any work performed by APWS without prior written approval (including campaign settings, website code, tracking codes, SEO work, or analytics configurations), Client will be charged a Reconstruction Fee of $200/hour (minimum 2 hours) to audit, rectify, or reconstruct the affected work.

7.2 APWS is not liable for performance degradation, lost rankings, or campaign issues caused by Client or third-party interference.

7.3 If interference is repeated or substantial, APWS may suspend Services or terminate the Agreement.

8. REPORTS AND DELIVERABLES

8.1 APWS provides results-based services. Reporting focuses on outcomes achieved and includes expert commentary and recommendations.

8.2 APWS’ methods, backend processes, and activities for achieving results are confidential and proprietary. These methods are not reportable to Client.

8.3 Hours worked on Client’s account are not reportable to Client.

8.4 Monthly performance reports are provided only if explicitly stated in the Service Agreement.

9. WARRANTIES AND DISCLAIMERS

9.1 APWS warrants that it will perform Services using professional standards and industry best practices.

9.2 APWS does not warrant or guarantee:
(a) Specific search engine rankings, positions, or placement;
(b) Specific increases in traffic, sales, conversions, or ROI;
(c) Specific results from PPC campaigns including click volumes, conversion rates, or ROAS;
(d) Any market conditions will continue or remain favorable;
(e) That Services will be uninterrupted, error-free, or free from viruses or security issues.

9.3 Third-Party Platform Limitations
(a) Services depend on third-party platforms (Google, Meta, LinkedIn, etc.) over which APWS has no control;
(b) APWS is not responsible for: (i) platform algorithm changes; (ii) platform policy changes; (iii) platform technical issues, downtime, or bugs; (iv) platform decisions to suspend, ban, or penalize Client’s accounts; (v) API changes affecting Services; (vi) increased costs due to platform changes;
(c) Search engines may change ranking algorithms, refuse website submissions, or exclude websites at any time;
(d) Client’s website or ads may be excluded, penalized, or rejected by platforms at their sole discretion;
(e) SEO results typically require 6-12 months; timeline varies based on competition, industry, and platform changes;
(f) Client is responsible for ensuring all content and campaigns comply with platform policies.

9.4 Website Design Services
(a) Websites are developed for current browsers. Full compatibility with all browsers and versions is not guaranteed;
(b) Not all visual elements can be reproduced identically across browsers due to CSS3/HTML5 support variations;
(c) APWS is not responsible for changes made to websites by third parties that affect campaign results;
(d) APWS is not responsible for issues caused by hosting environment changes, browser updates, or third-party API changes.

9.5 Post-Launch Warranty (Website Projects)
(a) APWS provides a 28-day warranty from website launch covering bugs that were part of the original scope;
(b) The warranty excludes: (i) issues caused by hosting/server changes; (ii) browser updates; (iii) third-party plugin/API updates; (iv) Client or third-party modifications; (v) new feature requests;
(c) To invoke warranty, Client must provide a written list of bugs within 28 days;
(d) After 28 days, all support is billable at $200/hour.

9.6 Australian Consumer Law
To the extent Services are provided to a consumer under the Australian Consumer Law, Client has non-excludable rights. Nothing in this Agreement excludes such rights. For non-consumer services, APWS limits liability to re-supply of Services or payment of re-supply cost.

10. INTELLECTUAL PROPERTY

10.1 Client owns final deliverables created specifically for Client (website designs, content, ad copy, graphics created for Client).

10.2 APWS retains all intellectual property in its proprietary processes, methodologies, tools, frameworks, strategies, and backend systems. Client obtains no rights to APWS’ methodologies.

10.3 Portfolio and Case Study Rights
(a) Client grants APWS a worldwide, perpetual, royalty-free license to use Client’s name, logo, website URL, screenshots, performance data, results, and testimonials in APWS’ marketing materials including website portfolio, case studies, proposals, social media, and industry publications;
(b) Portfolio rights are baked into standard pricing. Opt-out removes significant commercial value and requires fee adjustment;
(c) APWS may accommodate anonymisation or delayed publication requests for an additional fee.

10.4 APWS may add a footer credit link on Client’s website linking to APWS’ website.

10.5 Client grants APWS a license to use Client IP (content, trademarks, images) to the extent necessary to perform Services and for portfolio use as per Section 10.3.

11. CONFIDENTIALITY

11.1 Each party will keep the other party’s Confidential Information confidential and use it only for purposes of this Agreement.

11.2 Confidential Information means information that is: (a) marked confidential; (b) disclosed during negotiations; (c) the terms of this Agreement; or (d) information that is clearly confidential in nature.

11.3 Confidential Information excludes information that: (a) is publicly available; (b) was already known; (c) is independently developed; or (d) is required to be disclosed by law.

11.4 Confidentiality obligations survive termination of this Agreement.

12. NON-DISPARAGEMENT

12.1 During the Term and thereafter, neither party will make disparaging, defamatory, false, or misleading statements about the other party that may harm reputation or business interests.

12.2 Prohibited communications include negative reviews, social media posts, statements to media, or communications to the other party’s clients or partners intended to damage relationships.

12.3 This does not prohibit: (a) truthful statements in dispute resolution or legal proceedings; (b) disclosures required by law; (c) honest private feedback to improve the relationship.

12.4 If either party makes disparaging statements, the other party may demand removal within 48 hours.

12.5 This is a material term. Breach may result in injunctive relief. Monetary damages may be inadequate for reputational harm.

12.6 This clause survives termination.

13. NON-SOLICITATION OF STAFF

13.1 During the Term and for 12 months after termination, Client will not solicit, recruit, hire, or engage any APWS employee, contractor, or consultant who worked on Client’s account or had material contact with Client.

13.2 This clause survives termination.

14. DISPUTE RESOLUTION

14.1 If a dispute arises, either party may provide written notice to the other within 10 business days.

14.2 Representatives with authority to resolve the dispute must meet within 10 business days to negotiate in good faith.

14.3 If negotiation fails, either party may refer the matter to mediation. If parties cannot agree on a mediator, the law society of Victoria will appoint one. Mediation costs are shared equally.

14.4 Neither party may commence court proceedings until completing the above process, except for urgent injunctive relief.

14.5 Despite any dispute, parties must continue performing their obligations under this Agreement.

15. INDEMNIFICATION

15.1 The Client will indemnify A.P. Web Solutions and its customers, suppliers, directors, officers, agents and employees from and against any and all losses, costs, damages, liabilities and expenses (including, without limitation, reasonable legal fees) arising out of or relating to any breach by the Client of any of the terms of this Agreement.

16. LIMITATION OF LIABILITY

16.1 A.P. Web Solutions shall not be liable to the Client or any entity or person claiming through or under the Client for any loss of profit or income or other indirect, consequential, incidental, or special damages, whether in an action for contract or tort, in connection with this Agreement, even if APWS has been advised of the possibility of such damages. 

16.2 In no event shall APWS’ liability to the Client hereunder exceed the amount paid to APWS by the Client for the previous one (1) month of services. This limit is cumulative and the existence of more than one claim will not enlarge the limit. 

16.3 The Client acknowledges that these limitations of liability are an essential element of the bargain between the parties and in their absence the terms and conditions of this agreement would be substantially different.

16.4 The Client accepts that, as a limited liability entity, APWS has an interest in limiting the personal liability of its employees (and contractors). You agree that you will not bring any claim personally against APWS’ employees and contractors in respect of any losses you suffer in connection with the Services provided by APWS.

16.5 APWS maintains professional indemnity insurance appropriate to the Services provided. Nothing in this clause increases APWS’ liability beyond the limits specified in this Agreement.

17. FORCE MAJEURE

17.1 Neither party is liable for failure to perform due to circumstances beyond reasonable control including acts of God, natural disasters, government actions, strikes, internet outages, or platform failures.

17.2 If force majeure continues for 20 business days, either party may terminate by written notice.

18. PRIVACY AND DATA PROTECTION

18.1 APWS will handle Client data in accordance with the Privacy Act 1988 (Cth).

18.2 Client consents to APWS collecting, using, and storing Client data to perform Services.

18.3 APWS may use analytics data in aggregated, anonymized form for benchmarking.

19. GENERAL PROVISIONS

19.1 Electronic Communications
This Agreement may be executed electronically. Electronic signatures are binding. Notices may be sent by email to the addresses last provided.

19.2 Entire Agreement
This Agreement constitutes the entire agreement and supersedes all prior agreements, understandings, and representations.

19.3 Amendment
This Agreement may only be amended by written agreement signed by both parties. 

19.4 Assignment
APWS may assign this Agreement to related entities or successors. Client may not assign without APWS’ written consent.

19.5 Notices
Notices must be in writing and sent to the contact details last provided by each party.

19.6 Severability
If any provision is unenforceable, it will be severed without affecting the remaining provisions.

19.7 Waiver
Failure to enforce any provision does not waive the right to enforce it later.

19.8 Governing Law
This Agreement is governed by the laws of Victoria, Australia. Both parties submit to the exclusive jurisdiction of Victorian courts.

19.9 Interpretation
Headings are for convenience only. The singular includes the plural and vice versa.

[END OF MASTER SERVICES AGREEMENT]

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SCHEDULE A: SEARCH ENGINE OPTIMISATION (SEO) SERVICES

A.1 SEO Services means search engine optimisation services to improve Client’s website visibility and ranking in search engines for agreed keywords and phrases.

A.2 Client authorizes APWS to develop link exchange programs whereby links to and from Client’s website and other websites, directories, and industry guides are established. APWS will use reasonable efforts to avoid linking from obscene, defamatory, or sexually explicit websites.

A.3 Client acknowledges:
(a) Search engines vary in indexing timeframes; SEO typically takes several months to show results;
(b) Search engines may change algorithms, refuse submissions, or exclude websites at any time without reason;
(c) Rankings can decrease due to algorithm changes, competitor activity, or factors beyond APWS’ control;
(d) APWS has no control over search engines and is not responsible for their conduct or policy changes;
(e) The extent of optimisation may be limited by website structure and content management system.

A.4 APWS’ link building activities and off-page optimisation methods are confidential and not disclosed to Client.

A.5 Client releases APWS from any claims arising from circumstances described in Section A.3.

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SCHEDULE B: PAY PER CLICK (PPC) SERVICES

B.1 PPC/SEM Services include creation, customisation, and ongoing management of pay-per-click advertising campaigns on platforms including, but not limited to, Google Ads, Meta Ads, LinkedIn Ads, TikTok Ads, Microsoft Bing Ads, and others as specified.

B.2 Read-Only Access
Client’s access to advertising platform accounts is limited to read-only for the duration of Services to ensure APWS can fully control and optimise campaigns.

B.3 Platform Limitations
(a) APWS has no control over advertising platform policies regarding sites or content they accept;
(b) Client’s campaigns may be rejected or excluded at any time at the platform’s sole discretion;
(c) APWS provides no warranty that PPC Services will generate specific increases in sales, business activity, profits, or ROI;
(d) Platform algorithm changes, policy changes, or technical issues are beyond APWS’ control and not APWS’ responsibility.

B.4 Media Spend
Client is responsible for ensuring adequate funds are available for Media Spend as specified in the Service Agreement. Insufficient funds may cause campaign pauses or performance issues for which APWS is not liable.

B.5 Platform Errors and Technical Issues
(a) APWS is not liable for budget overspends, campaign pauses, or performance issues caused by platform technical errors, API failures, or billing glitches;
(b) APWS will use reasonable efforts to monitor for anomalies but has no control over platform systems;
(c) Client remains responsible for all charges incurred by advertising platforms regardless of cause.

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SCHEDULE C: WEBSITE DESIGN & DEVELOPMENT SERVICES

C.1 APWS will deliver website design and development work as outlined in the Service Agreement.

C.2 Browser Compatibility
Websites are developed for current browsers. Full compatibility with older versions is not guaranteed. If Client requires specific browser compatibility, additional costs apply.

C.3 CMS Access
Client will be granted access to the Content Management System for uploading content and maintaining the site.

C.4 Third-Party Dependencies
If website depends on third-party services (APIs, libraries, plugins), APWS is not responsible for changes made by third parties including removal of support or implementation changes. Additional work required due to third-party changes will be quoted separately.

C.5 Client Response Requirements
If no response is provided to APWS requests within timeframes stated (or 5 business days if none stated), APWS assumes Client accepts APWS’ position and will proceed accordingly with billing. If no response within 10 business days, APWS may terminate with Client charged for all work to date.

C.6 Post-Launch Warranty
See Section 9.5 of the Master Services Agreement (28-day warranty for bugs in original scope; excludes environmental changes, third-party updates, or Client modifications).

C.7 Client Indemnity
Client indemnifies APWS against all claims arising from the website including claims related to content obtained by APWS on Client’s behalf.

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END OF AGREEMENT