General Terms of Service

1. The terms of Our Services 1.1 These General Terms & Conditions apply to the provision of services by 3Marketing (3Marketing, we, us, our) to you as a user and customer of our services (you, your). 1.2 Your Services with us for each Service is made up of:

a. these GeneralTerms of Service; b. any relevant Service Terms; c. our Privacy Policy.

1.3 The documents listed above supersede all prior arrangements (whether written or oral) in relation to their subject matter. 1.4 We may change the terms of Our Services by giving you notice of the change and posting new versions of any online terms on this page. If you continue to use the Service after the relevant notice period, you will be taken to have agreed to the change. The period of notice depends on the nature of the change. If:

a. the change will benefit you or have a neutral impact on you, or is required to preserve or safeguard the security or integrity of our system, we may make the change effective immediately and without advance notice; b. the change is required to comply with any law or requirement of any regulatory body (including ICANN, auDA or any other domain name regulatory body), we will provide a reasonable period of notice; c. for all other changes, including price changes, we will give you at least 30 days’ notice.

2. Supply of Services 2.1 We shall use reasonable endeavours to supply the Services in accordance with those invoiced until the Service is terminated. We shall not be liable for any delay or failure to perform our obligations under this General Terms of Service if such delay or failure is due to termination of access to a Service by the end supplier of the Service or as a result of a change to the conditions of supply by that supplier. 2.2 Monthly Services: if you agreen to monthly services, these will roll on a monthly basis without notice to you. Unless the Service Terms state otherwise, One Time Services (other than a month-to-month Services) will finish at the final delivery of the Agreed Services as per invoiced with the full receipt of any outstanding/final payment. 2.3 If your monthly Service is to be auto-billed by credit card payment, you must advise us 7 days prior to the billing date if you wish to cancel the Service. If we do not receive your cancellation or “do not renew” advice in time, we will auto-bill the Service to ensure it continues uninterrupted. 2.4 Nothing in Terms of Our Services transfers to either party any intellectual property rights (“IPR”) owned by the other party existing prior to the commencement of the Services. All IPR in the materials produced by us in connection with the Services (including websites, designs, information, reports and data) other than your pre-existing IPR, are and will be owned by you upon full payment for the Services. In the case of a refund, we reserve the right to reclaim, remove, and/or delete content/items produced during the supply of the Services that have been refunded. 2.5 You acknowledge and accept that a third party supplier may be used to provide the Service to you and we may change this supplier at any time in our sole discretion. Should a change in supplier occur, you acknowledge and agree that we have full authorisation to move, alter or delete your data as reasonably necessary. 3. Provision of Secure Access to Our Systems 3.1 If you have been provided with log in details to our customer system, you must keep all login details we supply to you secure and confidential at all times and must not disclose them to anyone else (except those of your employees who need to know them for the purposes of their employment). 3.2 You agree that you are totally responsible for all actions of the people (if any) to whom you provide your login details (whether knowingly or not, and whether directly or indirectly) while they obtain access to our systems using those login details, and that we are entitled to treat instructions provided by those people through such access as instructions originating from you. 3.3 You must notify us immediately of any breach of security or unauthorised use of your login details to access our systems. We will not be liable for any loss you incur due to any unauthorised use of your login details. 3.4 You consent to our use of your login details in provisioning the Services, including in respect of any migration or transition of your account, content or data (to or from any suppliers we use) as reasonably necessary for the continued provision of the Services. 4. Your Obligations 4.1 You must provide us with such co-operation and support as we may reasonably request to perform the Services, including by:

a. responding promptly to our communications in relation to the Services; and b. providing accurate and prompt responses to our requests for any information or documentation reasonably required by us to perform the Services.

4.2 You are solely responsible for obtaining any and all necessary intellectual property rights clearances and/or other consents and authorisations, including without limitation, clearances and/or consents in respect of your proposed/current domain, brand, product/service name, any materials given by you to us (including imagery), any content that you provide for this Service, and merchant services agreements between you and the relevant financial institutions should you have them in place. 4.3 You indemnify us from and against any and all liabilities incurred by us in connection with our:

a. use or reliance upon any images or trading names, or any data, imagery, names, brands, logos, text, quotes, information, specifications, documentation, computer software or other materials provided by you; or b. compliance with any directions or instructions by you in relation to the provision of the Services.

4.4 Except to the extent that we expressly agree to do so as part of a Service, you must conduct backups of any of your data (whether hosted on our computer systems or provided to us in connection with the performance of the Services) at such intervals as are reasonable having regard to the nature of the data. 5. Fees and Payment 5.1 You authorise us and provide consent to keep on file and automatically debit the credit card details associated with your account for all Monthly or One-Time Services fees on issuance of a valid invoice (Consent Agreement). To minimise service disruption due to credit card expirations, you consent to our billing systems automatically attempting to update the expiry date of your credit card when necessary to process payments, however we do not guarantee this will be successful. We remind you that it is your responsibility to ensure your credit card details are kept up to date at all times. Changes to this Consent Agreement will be notified to you by changes to this terms and conditions web page. The expiration date of this Consent Agreement will be taken to be the expiry of any Services provided to you. The stored credential will only be used for payment for the Services. 5.2 Monthly, quarterly or bi-annual fees are not refundable if your Service is terminated part way through a payment period. Each time we charge a transaction, we will provide you with a receipt of the payment. We require 7 business days’ notice prior to your next billing date to avoid charging you at that next billing date. If you elect to cancel a payment method, we will then, subsequent to the expiry of the notice period, provide a cancellation or refund confirmation within 7 business days. 5.3 Without prejudice to our other rights and remedies under this agreement, if any Services fees are not paid on or before their due date, we reserve the right, immediately and at our sole discretion, to suspend the provision of Services to you until such payment is made (we may apply interest on overdue amounts, calculated at the daily rate of 12% per annum). 5.4 If we have taken action to recover overdue amounts from you, any reasonable costs incurred by us in recovering the debt, including but not limited to any administration expenses, legal expenses and collection agency charges, will be recoverable from you. 5.5 Some customers nominate to transact with us by depositing funds into our direct deposit bank account. Proof of payment is required an services will not commence until we see the receipt of full amount owing in our account. 6. Termination 6.1 Either party can terminate a Our Services for convenience on 30 days notice, to take effect at the end of a fixed term, or if there is no fixed term, at the end of the 30 day notice period. 6.2 If you terminate a fixed term Our Services before the end of its term, and unless the Service Terms provide differently you will not be refunded the remaining amount. 6.3 If you wish to terminate your account, you can do so:

a. via the online cancellation form. To submit the cancellation form, navigate to our website, click on Terms & Policies in the footer, click on ‘Service Cancellation’ at the end of the page. Submission of this online form will generate an automated email to the email address specified in the form, and within this email will be a unique tracking number that is proof of cancellation. We will complete the cancellation request to your service at the first available opportunity, however we acknowledge the date of lodgement of the cancellation request (where we have provided a receipt ID) as the date of cancellation. b. by email to accounts@3marketing.com.au You must be able to provide the relevant service invoice number to verify your authority to terminate. You can find your invoice number on the upper right area of the invoice.

6.4 Either party may terminate this Our Services immediately by notice in writing to the other party if:

a. the other party commits a material breach which cannot be remedied, of its obligations under the Our Services; b. you fail to make a payment on an overdue invoice after 3 attemps to conact you; or c. an insolvency event occurs with respect to the other party.

6.5 If we terminate a Service for a reason set out in 6.4, we shall also be entitled to immediately cease any of our other Services to you. 7. Warranties 7.1 If you are not the customer, you warrant that you have the power and authority to enter into this Our Services on behalf of the customer and will indemnify us for any breach of the Our Services by the customer. 7.2 We do not warrant that the Services will be uninterrupted, timely, secure or error free, or that they will be free from hackers, virus, denial of service attack or other persons having unauthorised access to our services or those of our suppliers. 7.3 You agree that we may be required to perform maintenance in respect of our systems to ensure their satisfactory operation which may affect the availability or functioning of the Services. We will use reasonable endeavours to provide you with advance notice of any maintenance downtime, except when circumstances beyond our reasonable control prevent us from doing so. 7.4 All terms and warranties which might otherwise be implied by any legislation, the common law, equity, trade, custom or usage or otherwise in to the Our Services, are expressly excluded to the maximum extent permitted by law. 7.5 If any goods or services supplied pursuant to this agreement are supplied to you as a ‘consumer’ of goods or services within the meaning of that term in the Australian Consumer Law as amended or relevant state legislation (“the Acts”), you will have the benefit of certain non-excludable rights and remedies in respect of the products or services and nothing in these terms and conditions excludes or restricts or modifies any condition, warranty, right or remedy which is so conferred by the Acts. However, if the goods or services are not ordinarily acquired for personal, domestic or household use or consumption, we limit our liability to:

a. in relation to goods – the replacement of the goods or the supply of equivalent goods or payment of the cost of replacing the goods or acquiring equivalent goods; or, the repair of the goods or payment of the cost of having the goods repaired; b. in relation to services – the supplying of the services again; or the payment of the cost of having the services supplied again as in each case we may elect.

8. Liability 8.1 Nothing in the Our Services excludes or limits either party’s liability under or in respect of:

a. any indemnity; b. any fraud or other criminal act; c. personal injury or death caused by the negligence, breach of Our Services or other wrongful act or omission of that party; or d. any other liability that cannot be excluded by law.

8.2 To the maximum extent permitted by applicable law, neither party is liable for:

a. any indirect, special or consequential loss or damage, any loss of profit, revenue or business opportunities, loss of or damage to data or loss of goodwill arising out of or in connection with the Our Services (whether or not the loss or damage may reasonably be supposed to have been in the contemplation of the parties as at the date the Our Services was formed as a probable result of any act or omission); b. any loss or damage to the extent such loss or damage is caused or contributed to by the other party’s negligence, breach of Our Services or other wrongful acts or omissions; or c. any claim made 3 months or more after the circumstances giving rise to the claim first became known by the claimant or could, with reasonable diligence, have become known by the claimant.

8.3 Each party’s aggregate liability for any loss or damage in connection with the provision of the Service, which is not excluded or limited under this clause 8 is limited to the charges paid by you in respect of the Services for the preceding 3 months to any such claim. 9. General 9.1 Except where expressly provided otherwise, any notice to be given by either party to the other may be sent by either email, or mail to the address of the other party. A notice will be deemed delivered (a) if sent by email, on receipt by the sender of a receipt confirmation; (b) if sent by post, five business days following the date of posting. 9.2 Neither party may assign its rights or obligations under this Our Services without the written consent of the other party which consent will not be unreasonably withheld; provided, however, that without your consent we may novate this Our Services to any of our related bodies corporate or assign this Our Services to a successor in connection with any corporate reorganisation, merger, acquisition, or sale of our business or assets to which this Our Services relates. 9.3 We are free to sub-Our Services any of our obligations under the Our Services, but such sub-Our Servicing will not release us from our liabilities under the Our Services. 9.4 The Our Services is to be interpreted in accordance with the laws of the State of Queensland

Online Marketing Services

1. Services 1.1 The Services shall be provided to you for the minimum period specified in the invoice (Initial Period). On expiry of the Initial Period, the contract will automatically be extended on a month by month basis unless you (the Client) notifies us (3Marketing) in writing at least 7 days before the end of the current month. 1.2 The Client and 3Marketing shall agree on the activities to be included in the monthly service provided (Agreed Actions) and thus be on the invoice billing for the Agreed Actions. No activities will be undertaken outside of those billed as Agreed Actions regardless of the discussions, assumptions or wishes of The Client. If the activity has not been billed, the activity will not be undertaken. 1.3 The Client and 3Marketing shall agree to the target market, target geographical area, any associated key phrase or keyphrases in respect of which we will provide the Services (as the context requires, depending on the Services that you have elected to obtain from us (Agreed Parameters)). 1.3 You agree to provide us with any information, material, imagery, video, excerpts of or links from or to any content (Your Promotional Information) on Your Web Site &\or Social Accounts or files provided as reasonably requested by us, to assist us with providing the Services to you. 1.4 You agree that we may from time to time during the Service Period, propose changes to any website owned or operated by you in respect of which the Services are being provided (Your Web Site &\or Social Accounts), including, without limitation, to suggest adjustments to Your Web Site &\or Social Accounts in the event that search engine algorithms change, and which we consider might assist you in improving the ranking of Your Web Site &\or Social Accounts (Optimisation Change(s)). 1.5 You authorise us to develop a link exchange program whereby links to and from Your Web Site &\or Social Accounts, and other websites and/or industry guides and/or directories, are established, and you appoint us as your agent for this purpose. We agree to use all reasonable commercial endeavours to ensure that we do not insert links to and from Your Web Site &\or Social Accounts to or from obscene, defamatory or sexually explicit websites and/or industry guides and/or directories. 1.6 We will not cloak any pages, hide content, pay ‘search mining’ operations or otherwise knowingly use spam methods in an attempt to improve the ranking of Your Web Site &\or Social Accounts in connection with the provision of the Services. 1.7 If you agree to provide us with FTP (file transfer protocol) and website/social accounts administration access (Website Admin Access and FTP Access) to Your Web Site &\or Social Accounts, we agree not to make any Optimisation Changes to Your Web Site &\or Social Accounts, without your prior consent to such Optimisation Changes. 1.8 If you agree to provide us with Website Admin Access and FTP Access to Your Web Site &\or Social Accounts (but not otherwise), you expressly grant to us a licence to cache the file and content of Your Web Site &\or Social Accounts, including data and content supplied by you and/or third parties, whether or not Your Web Site &\or Social Accounts is hosted by our Supplier. You agree that you shall be responsible for obtaining any agreements and/or consents required of any third party in connection with the grant of this licence to us. You also agree that any such caching is not an infringement of any of your intellectual property or privacy rights or any third party’s intellectual property or privacy rights. 1.9 In the event that you do not agree to provide us with Website Admin Access and FTP Access, we agree that any Optimisation Changes will be provided by us to you in writing for you to manage the recommended changes without employing our services. 1.10 We agree to provide you with monthly reports with respect to the Agreed Parameters (Benchmark Report). 1.11 All fees for the Services are non-refundable and payable in advance, as stated in our General Terms. 2. Your Warranties You warrant that: 2.1 you have the right to provide us with Your Promotional Information, and, if applicable, Website Admin Access and FTP Access, with respect to Your Web Site &\or Social Accounts; 2.2 you will not alter, and will procure that no other person alters, any element of the textual content, content structure, graphical content and/or source code of Your Web Site &\or Social Accounts, at any time during the Service Period, without our prior written consent; 2.3 neither Your Web Site &\or Social Accounts nor any of the content of Your Web Site &\or Social Accounts (including, without limitation, any products and/or services that you may determine to offer for supply, or supply via Your Web Site &\or Social Accounts, the Internet or otherwise, Your Promotional Information, and if applicable, any Optimisation Changes implemented by us or, by you or anyone on behalf of you) (collectively, Your Web Site &\or Social Accounts Property) will infringe the intellectual property or any other rights of any third party; 2.4 Your Web Site &\or Social Accounts and Your Web Site &\or Social Accounts Property will at all times comply with all laws required to be complied with by you; and 2.5 Your Website and use of the services contemplated under this Agreement complies with all relevant policies of those third parties (for example, without limitation, you comply with the Facebook policies in relation to use of its service). 3. Our General Disclaimer of Warranties

3.1 You acknowledge and agree that nothing in this agreement shall constitute an express or implied warranty or guarantee by either us or our Supplier: a. concerning the results or success that may be obtained from the use of the Services; b. as to the accuracy, reliability or content of any information services or merchandise contained in or provided through the Services, or, for the avoidance of doubt, any information provided by us or our Supplier in any advice, report or communication to you or any other party; c. that the provision of the Services will result in the ranking of Your Web Site &\or Social Accounts improving; and/or d. that the provision of the Services will result in an increased amount of traffic or users to Your Web Site &\or Social Accounts; and/or e. concerning any market conditions (whether favourable or not) that may be in existence at the commencement of the Service will continue; and/or f. that the provision of the Services generally, or any software utilised by us to provide the Services, will not be subject to, or result in, either errors and/or delays.

3.2 You acknowledge that although we may suggest Optimisation Changes to you in connection with providing the Services, we nor our Supplier cannot and do not take any responsibility for Your Web Site &\or Social Accounts or Your Web Site &\or Social Accounts Property. Accordingly, you agree that you shall at all times be solely responsible for Your Web Site &\or Social Accounts and Your Web Site &\or Social Accounts Property notwithstanding the provision of the Services to you by us or our Supplier. 3.3 Without limiting the above, you acknowledge that our Services may require us to use, interface with or input information into Supplier’s systems (including companies such as Google and Yahoo!) and you agree that we have no liability to the extent that the Supplier is unable to provide its services to you. 4. Indemnity You will indemnify and defend 3Marketing and its Supplier and all directors, officers, employees, and agents of 3Marketing and its Supplier (each an Indemnified Party) from and against any and all claims, damages, losses, liabilities, suits, actions, demands, proceedings (whether legal or administrative) and expenses (including but not limited to reasonable legal fees) incurred by any Indemnified Party arising out of, or directly or indirectly relating to: 4.1 Your Web Site &\or Social Accounts; and/or 4.2 Your Web Site &\or Social Accounts Property; and/or 4.3 our role as your agent (and any action or inaction by us as part of that role); and/or 4.4 any breach of this agreement by you; and/or 4.5 the use of the Services by you. Such claims shall include, but shall not be limited to, claims based upon trademark, service mark, trade name, copyright and patent infringement, trademark dilution, tortious interference with contract or prospective business relations, unfair competition, restrictive trade practices, misleading statement, misleading or deceptive conduct, breach of contract, defamation or injury to reputation, or other injuries or damage to business. 5. Cancellations 5.1 You may cancel the Services within four business days of the Commencement Date. 5.2 Where you have cancelled any Services after the Commencement Date, 3Marketing will consider a refund you for payments you have previously paid to 3Marketing with respect for the current Services and this agreement shall automatically terminate. We reserve the right to not refund a payment if cancellation request is after the Commencement Date in order to cover the costs of preparations, 3rd party fees already paid and initial service provision time taken. 6. Specific Additional Terms The following specific additional terms apply to the products indicated below. Online Marketing Services The object of Online Marketing Services is to provide some initial and ongoing advice in relation to Your Website and/or Social Media based on agreed criteria. 3Marketing will provide the following within the monthly report:

Reports on statistics associated with the Website search engine performance (if paid for SEO services in Agreed Services), Social Media performance (if paid for in Agreed Services).

Supply of recommendations for improvement in the performance of Website/Social Media (as per the Agreed Services) where applicable.

Recommendations of adjustments/changes to the Agreed Services to ensure adaptable management of your online presence matches changes within, but not limited to, market, platform (i.e. Facebook algorithm), your business/products/services where applicable.

3Marketing will create a backup of the site prior to performing Implemented Recommendations if you request and provide us with full access to FTP or CPanel. If you so request during the undertaking of agreed activities, 3Marketing will roll-back Implemented Recommendations.

Online Advertising Terms and Conditions

1. Service 1.1 The Service includes the creation, customisation and ongoing support & management of an online advertising such as, but not limited to, Google AdWords and Social Media Advertising either as a block advertising budget or a Pay Per Click (PPC) (Campaign). 1.2 Prior to commencement of the Campaign, we will agree with you the fee that we will charge for managing your Campaign (Management Fee), the minimum term for the Campaign, target Advertising Keywords (Ad Keywords) and a monthly budget to be spent with the advertising company/ies in question, i.e. Google (Budget). 1.3 You will pay to us the monthly Management Fee in advance, prior to the month commencing. 1.4 We will implement the Campaign with the advertising company and you appoint us as your agent for the purposes of creating, managing and operating an account with them. You authorise us to provide your credit card details to them to be used for payment for the Budget unless the advertising amount is prepaid in the monthly Management Fee. 1.5 Completion of the Campaign build and launch in a timely manner depends upon your responsiveness to our requests and prepayment of our Management Fee. When requested, you must provide us with website information, visitor statistics, suggested Ad Keywords for key phrase testing and any copy suggestions for ad creation, imagery and other details pertinent to the creation of valid content. We are not responsible for any delays in provisioning the Campaign which occur as a result of your failure to respond as requested, failure to prepay the Management Fee or provide what is required to undertake the Management. 1.6 We will need to limit access to the advertising account for the duration of your campaign being managed to ensure we are able to fully control and optimise your campaign outcomes. This means that you will not be provided the advertising account access unless this is ‘read only’ access. Acknowledgements 1.7 You acknowledge that we have no control over the advertising polices of the Advertising Company/ies with respect to the sites and/or content that it accepts now or in the future. Your Campaign may be rejected or excluded at any time at the sole discretion of the Advertising Company/ies in line with their current Policies. 1.8 We will use best endeavours to ensure that your advertisement will appear in the Advertising Company/ies ad locations, i.e. Google Search, however we make no warranty that the Service will generate any increase in sales, business activity, profits or any other form of improvement to your business. Intellectual Property 1.9 You are solely responsible for ensuring that you have all appropriate rights and licenses to the content that you supply and which is utilised in the Campaign. We reserve the right, in our sole discretion, to refuse to use any content we believe is objectionable or which we believe may infringe upon the intellectual property rights of others, or would be in breach of our Acceptable Use Policy, however, we do not warrant that we will be able to screen all content to ensure that it is non-infringing. 1.10 You agree to indemnify us against any claims arising out of or relating to your content, Ad Keywords and your use of the Campaign. Cancellation and Termination 1.11 You may place Campaigns on hold at any time at the conclusion of any minimum term (if applicable) by providing one (1) month’s prior written notice (On Hold). On Hold requests will automatically suspend all access to the Campaign. Campaigns may remain On Hold for a maximum period of one (1) month, after which time they may be cancelled without notification. Restarting any Campaign which is On Hold is solely your responsibility. 1.12 You may terminate the Service at any time after the minimum term by providing 1 month’s prior written notice. Cancellation will automatically terminate all access to the Campaign. 1.13 Where you have cancelled any Services after the Commencement Date, 3Marketing will consider a refund you for any other payments you have previously paid to 3Marketing with respect to any prepayment for the Services and this agreement shall automatically terminate. We reserve the right to not refund a payment if cancellation request is after the Commencement Date in order to cover the costs of preparations, third-party fees and initial service provision time taken.

Graphic Design & Artwork Terms and Conditions

1. Service

1.1 The Service includes the creation, customisation and amendment of any artwork (Artwork).

1.2 Prior to commencement of the Artwork, we will agree with you the fee that we will charge for managing your Artwork (Artwork Fee) and the minimum delivery term for the Artwork.

1.3 You will pay to us the Artwork Fee as per the terms on the invoice.

1.4 We will complete the artwork as per the request. This includes but is not limited to the creation of artwork, replication of items where source files are unavailable or resizing of existing artwork.

1.5 Completion of the Artwork. Final files for your review will be supplied.  It is the sole responsibility of the client to review the artwork carefully as 3Marketing does not take any responsibility for content, colours, images, trademarked items, spelling, fonts, copyrights or ownerships.

1.6 If editing an existing item of artwork not created by 3Marketing, you recognise that 3Marketing is not responsible for quality, content, colours, images, trademarked items, spelling, fonts, copyrights or ownerships. These and other associated items are the sole responsibility of you the customer.

 

Acknowledgements

1.7 By accepting our services, you acknowledge that we are not responsible for the final artwork quality, spelling, fonts, content, images trademarked items, copyrights or ownerships. In particular if you are supplying artwork for us to edit that was not developed by us, we can not guarantee to maintain original artwork elements (colours, fonts, design) especially if all supporting files have not been provided (brand specifications, font files etc).

1.8 We will use best endeavours to ensure that the artwork is as per your request, however it is the sole responsibility of you, the client, to review and accept the artwork as delivered.

Intellectual Property

1.9 You are solely responsible for ensuring that you have all appropriate rights and licenses to the content that you supply and which is utilised in the Artwork. We reserve the right, in our sole discretion, to refuse to use any content we believe is objectionable or which we believe may infringe upon the intellectual property rights of others, or would be in breach of our Acceptable Use Policy, however, we do not warrant that we will be able to screen all content to ensure that it is non-infringing.

1.10 You agree to indemnify us against any claims arising out of or relating to content, design elements (colours, fonts, logos), imagery and your use of the Artwork after supply.

Artwork Final

1.11 You will be supplied with an artwork final in digital form. It is your responsibility to review and advise of any changes or infringements that must be amended and artwork is to be resupplied.  3Marketing takes no responsibility for the artwork after digital file has been supplied.

Website Services

These are the Service Terms for Website Services. The Service Description is set out in your Website Service Invoice/s. Our General Service Terms apply to this Service. Certain words used in these Service Terms have special meanings, as set out in clause 8. Any terms used and not defined in these Service Terms have the same meaning as given to them in our General Service Terms. 1. Website Design Services – What is Website Services? 1.1. Website Services relate to to design, build, and manage your business website. Subject to the transfer of ownership provisions in clause 1.15 below in relation to Website Services Grow, the elements of this service are completely integrated and cannot be obtained separately. 1.2. The services are provided using template designs. The templates for Website Services websites are customisable to a degree but contain inherent limitations. We do not provide any guarantee that the templates can be customised to meet all your requirements. 1.3. We may use third party contractors to perform the services. If we do, we will pass to those contractors your contact details and any information or materials that you supply to us such as the description of your requirements and content to be included in the website. 2. Term of the service – your commitment 2.1. There is a build term (Build Term) to the Services. The Build Term will commence when you accept our proposal. If you select the monthly payment option, you will be required to pay an upfront set-up fee and a monthly subscription fee for each month of the Build Term. If you select the up-front payment option, you will be required to pay the set-up fee and the whole of the subscription fees at the commencement of the Build Term. The fees that are payable to us for the Build Term are the Total Contract Value. 2.2. At the completion of the Build Term when your build is complete, it will remain offline until the Website Build Invoice is paid in full. 2.3. We will build your website using content, imagery and items you have provided. We will only supply additional text, copy writing and/or imagery if you have requested and we have included in the associated invoice. You are solely responsible for ensuring that the content you and we supply complies with all applicable laws and does not infringe the rights of any third party. We reserve the right to refuse to use any content that breaches our Acceptable Use Policy. 2.4. You can book a site refresh for additional cost, at least 12 months from the last update. The site refresh consists of up to 10 hours of our consultant’s time and, is limited to: a. a new compatible theme with changes to the CSS file attached to the theme including: • font colour changes • font size changes • background colour changes This does not include any updates to the theme’s individual images b. customer supplied content and image updates. It includes custom development and integration work. A site refresh is not a complete rebuild of the website. 2.5. Any software or plugins made available to you by us for use with the service (Add-ons) must be associated with the website that you have booked and is listed on the associated invoice and are not transferable to any other accounts you have with us, or any other websites. Not all Add-ons may be compatible with your website which is why you need to confirm your requirements before the build commences. These Add-ons require an active subscription to the Services to remain active. We offer a number of Add-ons as standard for all Services which are subject to change, and may be removed or added at our discretion and without notice to you. Many of the Add-ons are plugins which are supplied by third parties and we can only provide limited support for them. Add-ons will be renewed where possible during the refresh unless they are cancelled by you or the third party service is terminated. 2.6. If your service includes compatibility for a payment gateway: a. it is your responsibility to provide configuration details; and b. you are responsible for all fees associated with the gateway. 2.7. Depending on your website hosting system, we will back up the website onto your hosting server once completing your booked services. 2.8. We are not responsible for the security of your website. We do not warrant that the Services will be uninterrupted, timely, secure or error free, or that they will be free from hackers, virus, denial of service attack or other persons having unauthorised access to your services or those of your suppliers. 2.9. If you wish to upgrade your service, please request a fresh quotation from us. Whilst we will use all reasonable efforts, it may not be possible to reuse any part of your old website. 3. Delivery of the Service 3.1. There are several steps to the delivery of the Services. Completion of the design and build in a timely manner depends upon your responsiveness to our requests for feedback and/or approvals. If you choose to utilise the Interim Landing Page, you need to provide us with the required information. Unless stated otherwise, we will expect you to respond to our requests within 3 business days. We are not responsible for any delays in provisioning the Service because of your failure to respond as requested or required. 3.2. Change in scope. If you request a material change in scope after the service has been finalised, we may treat this request as a cancellation of the service at our discretion (reasonably applied), and the cancellation terms will apply. The new scope will then be treated as a new order. 3.3. The steps are as follows: Delivery steps

1. • Request of service: Working with you to build an outline of what you want
   • Invoicing: We will provide you with an invoice (terms specified on invoice) detailing the final work brief. Your payment of invoice (first or full) in your consent to the brief being correct and for us to commence work. You will be required to supply all content, log ins and imagery within 5 business days of receipt of invoicing.
   • Draft and Review Process: Once we have completed the stage, you will have a single review option where by you provide us with a single response with a detailed, bulleted list of final changes. We may cancel the services if you have failed to respond to our requests for feedback for longer than 1 month and the cancellation terms will apply.
   • Go Live:  After we have supplied your final changes you will be prompted to pay any outstanding amounts. Once all associated invoices have been paid in full your site will go live to the public. Any agreed ongoing monthly fees will continue to be charged after completion of the review process even if the website does not go live.

Support post Go-live Any support or revision required post web build will be provided at additional costs to be quoted when you request. We will respond to your requests within 5 business days provided you give us adequate information for the update. 4. Intellectual Property Rights 4.1. Upon payment of fees in full, and once we have finished and delivered the design, you will own the website. The publication of the website completes our obligations to you under these Service Terms for the design and build elements. Any ongoing services will be quoted and charged. 4.2. You grant to us a royalty-free, worldwide licence to use, reproduce, modify, edit or otherwise all content you supply, and to cache the entirety of your Website (including your Content) where hosted by us. You are responsible for obtaining any consents required of any third parties in connection with the grant of this licence to us. You also agree that any such caching is not an infringement of any of your intellectual property rights or any third party’s intellectual property rights. 5. Obtaining ownership of the website  You own your website upon full payment of invoice. 6. Obtaining ownership and getting administrative access to the website 6.1. At the finalising of the build and full payment of associated invoices, we will provide full administrative access, and transfer the website to you. 6.2. It is your responsibility to obtain a copy of the website if you wish to use it after our service has been completed.  Once you have been provided with full administrative access, we cannot be responsible for changes not made by us. Additional charges at our current rates may apply if you require us to update or fix the website. 6.3. We do not warrant that you can obtain a trade mark, copyright or other protection in the Website and cannot provide any advice or guidance in respect of, any potential intellectual property rights issues which may arise from your use of the Services (including without limitation the use of Content in the Website). 7. Cancellation 7.1. The early cancellation clause (termination for convenience) in the General Terms do not apply to these services. The following provisions will apply instead: Date of cancellation Early Termination Fee

• Before you receive the first draft – 50% of Total Invoicing Value
• After you receive the first draft – 90% of Total Invoicing Value
• After completion of the review process – 100% Total Invoicing Value

7.2. If our service is cancelled, all items associated with our build service of the website will be terminated and the website will be deleted without any liability to us whatsoever. We will not keep a copy of the website. Deletion of the website means deletion of all data including but not limited to website files, images, videos, email, databases, and all other intellectual property that we have created/built. 8. Definitions Content means any logos, pictures, slogans, art, Customer Data and other materials provided to us in connection with the Service, or which are uploaded/added by you directly through your use of the Service. Content Library means a repository of pre-produced photos, images, logos, videos and other materials (which may include licensed third party materials). Customer Data means all information regarding you (including without limitation any listing details, trade name, trade address, phone number, website address, contact information (including telephone, email or other), primary email address(es), contact name etc.) provided by you in connection with the Service.