Terms and conditions

STANDARD TERMS AND CONDITIONS

This Head Agreement is exclusively governed by the Go Forth Digital Pty Ltd ACN 701 502 525 ("Go Forth Digital") Standard Terms and Conditions attached, which are incorporated by reference.

This Head Agreement and the Standard Terms and Conditions are collectively referred to as the Agreement. By signing this Head Agreement, the Client ("You", "Your") explicitly agrees to be bound by the terms of this Agreement.

To the fullest extent legally possible all contracts, dealings and/or arrangements made between You and Go Forth Digital relating to the Services provided by Go Forth Digital to You are subject to the following Standard Terms and Conditions unless otherwise agreed in writing. Words that are capitalised but not defined in these Standard Terms and Conditions have the meaning given to them in the Statement of Work found in Schedule A.

1. Engagement

You appoint Go Forth Digital to provide the Services, being collectively the Strategy Development and the Management Services (or as otherwise specified in the Statement of Work) (Engagement).

2. Services Term

(a) Go Forth Digital will commence the Project Services ("the Project") as outlined in the Statement of Work, on the Start Date.

(b) Go Forth Digital will inform You in writing of the completion of the Project and if appropriate the date on which the Management Services are to commence (Letter of Completion).

(c) The Management Services commence on the date specified in the Letter of Completion and will continue for a minimum fixed term of 6 months or another term as specified in the Statement of Work (Fixed Term).

3. Payments

(a) Payment of the Project Fee must be made:

(i) 50% on the Start Date; and

(ii) 50% within 14 days of the date of Go Forth Digital's invoice at the completion of the Project.

(b) Where the Project Fee is subject to alternative payment milestones, payment must be made in accordance with the schedule outlined in the Statement of Work.

(c) Payments for the Management Services must be made monthly in advance, payable within 14 days of the date that Go Forth Digital provides its monthly invoice.

(d) Where You have authorised Go Forth Digital to deduct its fees by direct debit, Go Forth Digital will debit Your account on the date of issue of its monthly invoice.

(e) Any payments not made or successfully debited by the due date will attract a 10% late fee.

(f) All payments must be made in the manner set out in the Statement of Work without deduction or set-off of any kind unless otherwise agreed in writing by Go Forth Digital.

(g) Go Forth Digital may apply a payment received from You to any amounts owed by You (including part payment of an invoice, administration, collection and other costs) in any order.

(h) Go Forth Digital is entitled to set-off or deduct any amount payable by You.

(i) Go Forth Digital reserves the right to engage a third party collection agency in respect of any amounts that remain overdue for more than 31 days past the date of the relevant invoice or invoices to which those overdue amounts relate. Any third party collection agency fees will be appended to the total of outstanding invoices.

(j) Where You engage Go Forth Digital to provide discrete services (for example, only SEO or only website development), Go Forth Digital reserves the right to amend the payment terms set out in this clause 3 by notice in writing to You.

(k) Where an invoice relates to the commencement of a new project with a new client, Go Forth Digital reserves the right to commence work after payment is received for the initial invoice.

4. Out of scope and cancellation charges

(a) From time to time, Go Forth Digital may be required to provide services that are outside of the scope of the Engagement. Fees for these services will be charged at the hourly rates set out below:

(b) Where a meeting between You and Go Forth Digital or any other appointment at which Go Forth Digital is to provide services is cancelled or delayed by You without prior and reasonable notice to Go Forth Digital, Go Forth Digital reserves the right to charge a cancellation fee calculated by reference to the amount of time set aside by Go Forth Digital to provide those services at the hourly rates set out above.

5. Disbursements

(a) You must also pay Go Forth Digital all necessary and proper disbursements (out of pocket expenses) that Go Forth Digital incurs on Your behalf. These expenses may include (without limitation) fees for printing and photography, third party software, domain and hosting fees, and travel costs (including flights, accommodation and taxis) where that travel is out of the ordinary and necessary for the performance by Go Forth Digital of the Services.

(b) Go Forth Digital will seek Your consent prior to incurring any travel costs for which payment will be required by You under this clause 5.

6. Intellectual Property

(a) For the purpose of this clause 6, Intellectual Property means all rights resulting from intellectual activity in connection with the Services, whether capable of protection by statute, common law or equity and whether recorded or unrecorded, stored or incorporated in any medium of any description and includes but is not limited to copyright in all website content, written copy, designs, code, workflows, documents, reports or publications of any nature.

(b) Go Forth Digital shall, subject to clause 6(d), own and retain all Intellectual Property created under this Agreement.

(c) Go Forth Digital grants You a revocable and royalty free licence to use the Intellectual Property in the ordinary course of Your business but for no other purpose without the prior written consent of Go Forth Digital.

(d) Provided that there are no amounts owing by You to Go Forth Digital, all rights, title and interest in the Intellectual Property created under this Agreement shall automatically transfer to You on the date that is 6 months after the end of the Fixed Term.

7. Go Forth Digital Undertakings

Go Forth Digital undertakes to:

(a) perform the Services with skill, care and professional competence;

(b) not make any representations about Your business or brand that are false or misleading;

(c) not publish any material outside of the scope of the Services;

(d) not develop any content that is outside of or not in accordance with the strategy formulated and agreed;

(e) prepare all public-facing content with regard to the advertising requirements that apply to registered health practitioners under the Health Practitioner Regulation National Law, and refer any content that names a treatment or outcome to You for clinical review before publication; and

(f) keep in confidence any of Your confidential information.

8. Your obligations

In addition to any of Your other obligations under this Agreement, You must promptly make available all information, access and content that Go Forth Digital requires to perform the Services, and You are responsible for confirming that any clinical or professional claim in published content is accurate and compliant with Your registration obligations.

9. Content and approvals

(a) Go Forth Digital will provide Your nominated Content Supervisor with draft content on a regular basis for Your comment and approval.

(b) Go Forth Digital will inform You when certain content, once approved, is to be published.

(c) Your Content Supervisor may request a change to content prior to it being published. If a change request in respect of content is received:

(i) more than 24 hours prior to that content being published, Go Forth Digital will process the change prior to the content being published;

(ii) within 24 hours of the content being published, Go Forth Digital will use reasonable endeavours to process the change prior to the content being published.

(d) If You fail to respond to a request for approval within a reasonable timeframe, Go Forth Digital may treat the content as approved and proceed, other than content that names a treatment or outcome, which will not be published without Your written approval.

10. SEO and AI visibility

(a) Search engine rankings, AI search citations, traffic and enquiry volumes are determined by third parties and factors outside Go Forth Digital's control. Go Forth Digital does not guarantee any particular ranking, citation, position, traffic level or number of enquiries.

(b) Go Forth Digital will use only methods that comply with the published guidelines of the relevant search engines and AI platforms at the time the work is performed.

(c) Where the Services depend on access to Your website, domain, analytics, Google Business Profile or other third party accounts, You must provide that access. Delays in providing access may delay delivery.

(d) Go Forth Digital will not be liable for any change in performance caused by algorithm updates, platform policy changes, competitor activity, or changes You or a third party make to Your website or accounts.

11. Website Development

(a) Every website development project carries a 30 day warranty period which commences the day after the website is activated for public use (the "go-live" date).

(b) Unless explicitly outlined in the Statement of Work, content for website pages is to be provided by You.

(i) Content includes pictures, graphics, written text, videos or any marketing material displayed for the purposes of conveying a message to Your audience.

(ii) Failure to supply the required content by the agreed date will result in the delay of website go-live.

(iii) Requests to produce content for Your website, other than that which is explicitly stipulated in the Statement of Work, will attract a fee.

(c) Any website change requests made during the development process that have a material impact to scope will attract a fee and will be quoted for separately prior to implementation.

(d) Change requests made during the development process will be addressed promptly, as soon as is reasonably practicable.

(e) Any website change requests made after the go-live date will attract a fee and will be quoted separately prior to commencement.

(f) Integrating external third party systems (including practice management, booking and payment systems) is a delicate and complicated process. While all care is taken during development, Go Forth Digital will not be held liable for any data loss that may occur during implementation or from continued use of third party software.

12. Practice Automation

(a) Automation workflows will be described in the Statement of Work. Any change to the scope, systems or outputs of a workflow after acceptance of the Statement of Work will attract additional fees and will be quoted separately prior to implementation.

(b) Data residency and consent arrangements will be agreed in writing before any workflow is switched on. Unless otherwise agreed in writing, data will be held in Australia.

(c) Go Forth Digital accesses only the systems and data that the agreed scope requires.

(d) Any document produced with the assistance of an automated or AI tool is a draft. A clinician or other authorised person at Your practice is responsible for reviewing and approving every such document before it is relied on, sent or filed. Go Forth Digital is not responsible for the clinical content of any document.

(e) Automation workflows depend on third party platforms. Go Forth Digital will not be liable for any interruption, change or discontinuation of a third party platform, or for any loss arising from it.

13. Limitation of Liability

(a) To the extent permissible at law, Go Forth Digital makes no warranties nor accepts any liability regarding the performance or non-performance of the Services.

(b) Go Forth Digital will not be liable in any way for any contingent, consequential, direct, indirect, special or punitive damage arising whether due to Go Forth Digital's negligence or otherwise and You acknowledge this limit of liability and agree to limit any claim accordingly.

(c) No other term, condition, agreement, warranty, representation or understanding whether express or implied in any way extending to or otherwise relating to or binding upon Go Forth Digital is made or given except where done so in writing and signed by an authorised officer of Go Forth Digital or as explicitly set out in this Agreement.

14. Termination

(a) You may not terminate the Engagement during the term of the Project.

(b) You may terminate the Engagement during the Fixed Term by providing Go Forth Digital with 1 month written notice.

(c) If:

(i) You terminate the Engagement under clause 14(b); or

(ii) Go Forth Digital terminates the Engagement under clause 15,

You must pay to Go Forth Digital all remaining fees that would otherwise have been paid by You during the Fixed Term, within 14 days after the date of termination.

15. Default

A default or breach by You of this Agreement (including non-payment) or in any dealings with Go Forth Digital will entitle Go Forth Digital to terminate this Agreement immediately by written notice to You, retain all amounts paid, call-up all amounts due or owing (whether currently due and owing or not), cease further Services and recover from You all loss of profits without prejudice to any other of Go Forth Digital's rights under this Agreement or at law.

16. Severability

If a provision of this Agreement would, but for this clause, be unenforceable, that provision must be read down to that extent necessary to avoid that result and if that provision cannot be read down to that extent, it must be severed without altering the validity and enforceability of the remainder of this Agreement.

17. Jurisdiction

All contracts made with Go Forth Digital will be deemed to be made in the State of Queensland in Australia and the parties submit to the exclusive jurisdiction of the appropriate Courts in that State.

18. Waiver

If Go Forth Digital elects not to exercise any rights arising as a result of breach of this Agreement it will not constitute a waiver of any rights relating to any subsequent or other breach.

19. Force Majeure

Go Forth Digital will not be in default or breach of any dealings with You as a result of force majeure (anything beyond Go Forth Digital's reasonable control).

20. No Merger

Termination of the Engagement and/or dealings between You and Go Forth Digital (Cessation) will not end those provisions of this Agreement that are capable of surviving Cessation.

21. Indemnity

To the extent permissible at law, You indemnify Go Forth Digital against any claim or loss arising from or related in any way to any contract or dealing between Go Forth Digital and You or anything arising there from or arising as a result of or subsequent to any breach of this Agreement by You.

22. Insolvency

If You commit or are involved in any act of insolvency, it will be deemed in default under this Agreement. An act of insolvency includes bankruptcy, liquidation, receivership, administration or the like and failure to pay in accordance with this Agreement.