Service Agreement

Love Your Work Co. Pty Ltd
ABN: 86 687 632 739
Trading as "Love Your Work Co.", "Love Your Work", "lyw" and/or "Lil Local"
Agnes Water, Queensland, Australia

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1. AGREEMENT AND ACCEPTANCE

1.1 This Service Agreement ("Agreement") governs the provision of business consulting, advisory, and digital services by Love Your Work Co. Pty Ltd ("Company", "we", "us") to the client ("Client", "you").

1.2 This Agreement becomes binding when:

• Services commence; OR
• Client pays any invoice issued by the Company; OR
• Client otherwise accepts services provided; OR
• Client provides access to third-party platforms or accounts

1.3 Payment of any invoice constitutes acceptance of these terms and creates a binding agreement.

1.4 This Agreement supersedes all prior negotiations, representations, or agreements relating to the subject matter.

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2. SERVICES

2.1 The Company will provide business consulting, advisory, and digital services as agreed between the parties, which may include:

Business Consulting:

• Strategic business planning and advisory
• Operations and systems consulting
• Sales and marketing strategy
• Team and culture development
• Project management and implementation support

Digital and Marketing Services:

• Website design, development, and maintenance
• Digital audits and online presence assessments
• Social media management and strategy
• Content creation and copywriting
• Search engine optimisation (SEO)
• Digital advertising and campaign management
• Email marketing and automation
• Online reputation management
• E-commerce solutions
• Digital analytics and reporting

Technical Services:

• Software selection and implementation
• System integration and setup
• Training and support
• Digital project management

2.2 Services will be provided in accordance with:

• Professional standards and industry best practices
• Agreed scope, specifications, and timelines (where applicable)
• Available resources and capacity
• Platform terms of service and guidelines

2.3 The Company reserves the right to decline or discontinue services that:

• Fall outside our expertise or capacity
• Conflict with our values or professional standards
• Violate third-party platform terms of service
• May expose either party to unreasonable risk

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3. FEES AND PAYMENT

3.1 Service Rates: Services are charged at rates specified in quotes, proposals, or as otherwise agreed in writing between the parties.

3.2 Fixed Price Services: Some services may be quoted at fixed prices, which will be confirmed in writing prior to commencement.

3.3 Invoicing:

• Invoices will be issued weekly, fortnightly, monthly, upon project milestones, or upon completion as determined by the Company and nature of services
• Invoice frequency may vary based on project requirements and client arrangements
• Time-based services are recorded in 15-minute increments, rounded up

3.4 Payment Terms:

• Payment is due within 14 days of invoice date unless otherwise specified
• Payment methods accepted include bank transfer, credit card, or other methods as advised
• Late payment may incur interest charges of 1.5% per month on overdue amounts
• Continued service delivery may be suspended for overdue accounts

3.5 Additional Costs: The following costs require prior written approval from Client:

• Third-party software subscriptions or tools required for service delivery
• Advertising spend and media costs
• Premium plugins, themes, or digital assets
• Travel expenses where applicable
• Third-party contractor costs
• Platform fees and transaction costs

3.6 Recurring Costs: For ongoing services, recurring third-party costs will be outlined in proposals and require annual or project-specific approval.

3.7 Disputed Invoices: Any disputed amounts must be raised within 7 days of invoice receipt. Undisputed portions remain payable within standard terms.

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4. CLIENT OBLIGATIONS

4.1 Client will:

• Provide timely access to necessary information, personnel, systems, and third-party accounts
• Respond to reasonable requests for information within agreed timeframes
• Provide accurate and complete information material to the services
• Obtain necessary internal approvals for recommendations and implementations
• Approve content, designs, and strategies within agreed timelines
• Maintain appropriate backups of websites and digital assets
• Pay all invoices in accordance with agreed terms
• Comply with relevant laws, regulations, and third-party platform terms

4.2 Platform Access: For digital services, Client will provide:

• Administrative access to relevant platforms (websites, social media accounts, advertising accounts)
• Necessary login credentials and permissions
• Authority to make changes and publish content on Client's behalf
• Cooperation in verification processes required by platforms

4.3 Client acknowledges that failure to meet these obligations may impact service delivery, timelines, outcomes, and may result in additional costs.

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5. CONTENT AND APPROVALS

5.1 Content Creation: Where Company creates content (copy, images, designs, posts), Client will:

• Provide brand guidelines, preferences, and reference materials
• Review and approve content within agreed timelines (typically 48-72 hours)
• Request revisions clearly and within agreed revision limits

5.2 Content Approval: Client is responsible for:

• Final approval of all content before publication
• Ensuring content accuracy, particularly for factual claims
• Legal compliance of approved content
• Brand consistency and messaging alignment

5.3 Delays: Content approval delays may impact project timelines and delivery dates.

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6. INTELLECTUAL PROPERTY

6.1 Client Materials: All intellectual property provided by Client (logos, existing content, proprietary information) remains Client's property.

6.2 Company Materials:

• Templates, methodologies, frameworks, and proprietary know-how developed by Company remain Company property
• Client receives a non-exclusive licence to use deliverables created specifically for Client during the engagement
• Company retains the right to use general knowledge, experience, and non-confidential techniques gained

6.3 Created Works: Custom websites, content, and materials created specifically for Client become Client's property upon full payment.

6.4 Third Party Materials:

• Any third-party intellectual property used will be appropriately licensed
• Client is responsible for ongoing licence fees for third-party tools, images, or software
• Company disclaims responsibility for third-party IP infringement by Client

6.5 Portfolio Rights: Company may use completed work in portfolios and case studies (with Client consent and appropriate anonymisation where requested).

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7. CONFIDENTIALITY

7.1 Both parties acknowledge they may receive confidential information and agree to:

• Keep confidential information strictly confidential
• Use confidential information solely for the purpose of this engagement
• Not disclose confidential information to third parties without prior written consent
• Implement reasonable security measures to protect confidential information
• Return or destroy confidential information upon request

7.2 This obligation survives termination of this Agreement for a period of 3 years.

7.3 Confidential information excludes information that:

• Is or becomes publicly available through no fault of the receiving party
• Was known prior to disclosure
• Is independently developed without use of confidential information
• Must be disclosed by law or court order (with prior notice where legally possible)

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8. DATA PROTECTION AND PRIVACY

8.1 Company will handle personal information in accordance with:

• Australian Privacy Principles under the Privacy Act 1988 (Cth)
• Company's Privacy Policy
• Applicable privacy laws and regulations

8.2 Client warrants they:

• Have appropriate permissions for any personal information provided to Company
• Will comply with privacy laws regarding data collected through Company services
• Understand their obligations as data controller for their business activities

8.3 Data Retention: Company will retain Client data for:

• Duration of engagement plus 7 years (or as required by law)
• Reasonable period for backup and disaster recovery purposes
• As required for legitimate business purposes (anonymised analytics)

8.4 Data Security: Company implements reasonable technical and administrative safeguards but cannot guarantee absolute security of data transmission or storage.

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9. PERFORMANCE AND SERVICE LEVELS

9.1 Best Endeavours: Company will use best endeavours to meet agreed timelines and deliverables.

9.2 External Dependencies: Performance may be affected by:

• Third-party platform changes, outages, or restrictions
• Client approval and feedback timelines
• External market conditions
• Force majeure events

9.3 No Guarantees: Company cannot guarantee:

• Specific business outcomes or results
• Search engine rankings or social media performance
• Platform approval or compliance outcomes
• Third-party system compatibility or performance

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10. LIABILITY AND INDEMNITY

10.1 Professional Standards: All services are provided in accordance with professional standards and industry best practices current at the time of delivery.

10.2 Advice Limitation: All advice, recommendations, and services are provided based on information available at the time and Client's specific circumstances. Client acknowledges that:

• Business outcomes cannot be guaranteed
• Digital platforms and algorithms change frequently
• Market conditions and external factors may impact results
• Implementation and ongoing management remain Client's responsibility

10.3 Liability Cap: Company's total liability for any claim arising from this Agreement is limited to the lesser of:

• $50,000; OR
• The total amount paid by Client under this Agreement in the 12 months prior to the claim

10.4 Excluded Liability: To the maximum extent permitted by law, Company excludes liability for:

• Indirect, consequential, or special damages
• Loss of profits, revenue, or business opportunities
• Data loss, corruption, or unauthorised access
• Third-party platform changes, suspensions, or terminations
• Search engine algorithm changes or penalties
• Social media account restrictions or bans
• Website downtime due to hosting or third-party issues
• Third-party claims or IP infringement

10.5 Indemnity: Client indemnifies Company against any claims arising from:

• Client's use of deliverables or implementation of recommendations
• Content provided by Client or approved by Client for publication
• Breach of this Agreement by Client
• Violation of third-party rights by Client
• Client's business practices or compliance failures

10.6 Australian Consumer Law: Nothing in this Agreement excludes, restricts, or modifies any consumer guarantees or other rights under the Competition and Consumer Act 2010 (Cth) or other applicable consumer protection laws.

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11. TERMINATION

11.1 Termination Rights: Either party may terminate this Agreement:

• Immediately for material breach (if not remedied within 7 days of written notice)
• Immediately for insolvency, administration, or similar proceedings
• With 30 days' written notice for ongoing services
• With 14 days' written notice for project-based services
• Immediately if continuation would violate applicable laws or platform terms

11.2 Effect of Termination:

• Client remains liable for all fees incurred to termination date
• Both parties must return confidential information and revoke access permissions
• Accrued rights and obligations survive termination
• Company will provide reasonable transition assistance (at standard rates)

11.3 Work Product: Upon termination and payment of all outstanding amounts:

• Client will receive all work product completed and paid for to termination date
• Ongoing service access (hosting, subscriptions) becomes Client's responsibility
• Company may retain copies for legal and professional purposes

11.4 Refunds: No refunds apply to completed work or services already delivered, except where required by law.

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12. PLATFORM DEPENDENCIES

12.1 Third-Party Platforms: Services may depend on third-party platforms (social media, advertising networks, hosting providers) which:

• May change terms, features, or availability without notice
• Are beyond Company's direct control
• May impact service delivery or outcomes

12.2 Platform Changes: Company will make reasonable efforts to adapt to platform changes but cannot guarantee service continuity through all changes.

12.3 Account Issues: Client is responsible for:

• Maintaining good standing with platforms
• Resolving account restrictions or suspensions
• Complying with platform terms and policies

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13. GENERAL TERMS

13.1 Governing Law: This Agreement is governed by the laws of Queensland, Australia.

13.2 Jurisdiction: Courts of Queensland have non-exclusive jurisdiction for any disputes.

13.3 Dispute Resolution:

• Parties will first attempt to resolve disputes through good faith negotiation
• If unsuccessful after 30 days, disputes may be referred to mediation
• Each party bears their own costs unless a court or mediator determines otherwise

13.4 Independent Contractor: Company provides services as an independent contractor, not as an employee, partner, or agent.

13.5 Subcontractors: Company may engage qualified subcontractors to deliver services, with appropriate confidentiality and quality controls.

13.6 Assignment:

• Client may not assign this Agreement without Company's written consent
• Company may assign this Agreement with 30 days' written notice to Client

13.7 Variation: This Agreement may only be varied in writing signed by both parties or confirmed by email.

13.8 Severability: Invalid or unenforceable provisions will be severed without affecting the validity of remaining provisions.

13.9 Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations and agreements.

13.10 Force Majeure: Neither party is liable for delays or non-performance due to circumstances beyond their reasonable control, including but not limited to natural disasters, government actions, platform outages, or internet disruptions.

13.11 Survival: The following clauses survive termination: Confidentiality, Intellectual Property, Liability and Indemnity, Data Protection, and General Terms.

13.12 Notices:

• Must be in writing and delivered by email, registered post, or hand delivery
• Email addresses: Client's primary contact email on file; Company's hello@loveya.work
• Deemed received when sent (if email delivered during business hours), or next business day if sent after hours

13.13 Waiver: Failure to enforce any provision does not constitute a waiver of that or any other provision.

13.14 Counterparts: This Agreement may be executed in counterparts, including electronic signatures.

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ACCEPTANCE

By paying any invoice, commencing services, or providing access to platforms/accounts, Client acknowledges they have read, understood, and agree to be bound by this Service Agreement.

Love Your Work Co. Pty Ltd
ABN: 86 687 632 739

Last updated: 11/08/2025

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Questions? Email hello@loveya.work