1.1 This Agreement commences on the Effective Date and will continue on a month-to-month basis unless otherwise stated in a Service Schedule.
1.2 Either party may terminate this Agreement by providing thirty (30) days’ written notice via email or registered post.
1.3 For the purposes of notice, email communications will be deemed received on the next business day after sending, unless the sender receives an automated failure notification.
1.4 If the Client terminates this Agreement during a fixed-term period, all unpaid fees for the remainder of the term will become immediately due and payable, provided that the fixed term is expressly stated in the Service Schedule.
1.5 The Company may terminate this Agreement at its discretion by providing thirty (30) days’ written notice.
1.6 Force Majeure: Neither party will be liable for any delay or failure to perform its obligations under this Agreement if caused by an event beyond its reasonable control, including but not limited to acts of God, war, terrorism, pandemics, natural disasters, strikes, government restrictions, platform outages, or suspension of services by third-party providers. The affected party must notify the other as soon as practicable and use reasonable efforts to resume performance.
2.1 The Client agrees to pay BluFire either:
2.1.1 A monthly package fee determined by the selected service package (e.g., Bronze, Silver, Gold, or Custom); or
2.1.2 A fee calculated at $150 + GST per hour for additional services outside the agreed package scope.
2.2 Fees for additional channels, campaign setup, or out-of-scope strategy support will also be charged at the hourly rate unless otherwise agreed in writing.
2.3 All fees are exclusive of GST, which will be added at the prevailing rate.
2.4 All invoices are due within seven (7) days from the date of issue.
2.5 BluFire may suspend work or withhold deliverables if invoices remain unpaid more than 7 days past the due date.
2.6 Late payments may incur interest at the Reserve Bank of Australia Cash Rate plus 5% per annum, calculated daily and compounding monthly.
2.7 No refunds are provided once services have commenced, except as required by Australian Consumer Law.
3.1 Services will be outlined in detail in the applicable schedules and appendices. The applicable Schedule(s) will be specified in the Service Schedule signed by the parties.
3.2 Changes in Scope: Any request for services outside the agreed scope must be submitted in writing and approved by both parties before commencement. Such additional services will be billed at the rates set out in this Agreement or as otherwise agreed in writing. BluFire is not obligated to commence out-of-scope work without such written approval.
A.1 Overview of Services: BluFire will deliver search engine optimisation services aimed at improving the organic visibility, rankings, and performance of the Client’s website. These services include keyword research, technical and on-page optimisation, off-page strategy, performance monitoring, and reporting.
A.2 Website Analysis: The Company will conduct an initial audit of the Client’s website to assess its current SEO standing, technical health, and content quality. This will guide ongoing optimisation efforts.
A.3 Keyword Research: We will perform in-depth keyword research to identify valuable search terms aligned with the Client’s business objectives. These Key Phrases will inform meta tags, content updates, and internal linking structures.
A.4 On-Page Optimisation: This includes implementation or guidance for metadata (title tags, meta descriptions), heading structure, image alt attributes, internal linking, and keyword placement. We may provide implementation instructions if direct access is not available.
A.5 Off-Page Optimisation: The Company may conduct or guide off-site SEO activities such as link building, citations, and authority development through third-party content placements, as aligned with ethical SEO practices.
A.6 Performance Monitoring and Reporting: We will track ranking improvements, site traffic trends, and visibility growth via third-party platforms and provide regular reports depending on the service tier. Reports may include keyword rankings, organic traffic changes, and insights.
A.7 Client Responsibilities and Access: The Client must provide accurate and valid website access credentials (e.g., FTP, cPanel, CMS) within 30 days of engagement. If credentials are not provided, BluFire may issue instructions for the Client or their developer to implement changes. The Client agrees to act on these instructions in a timely and diligent manner.
A.8 Warranties and Acknowledgements: The Client warrants that all provided content, keywords, and instructions comply with applicable laws and do not infringe upon any third-party rights. The Client further confirms they have not received prior notice of infringement claims. If BluFire is made aware of potential IP violations or receives notice of infringement related to Client content, the Client shall assume full responsibility for legal defence, and indemnify BluFire for all related costs, damages, or legal liabilities.
A.9 Limitations of Guarantee: The Client acknowledges that the Company makes no warranty or guarantee that SEO will result in any increase in sales, business activity, profits, or any other form of improvement for the Client’s business. SEO results can vary due to factors beyond the Company’s control, including algorithm updates, market competition, and external digital activity.
B1.1 Overview of Services: BluFire will manage advertising campaigns on Google and Bing aimed at improving the visibility and performance of the Client’s business. These services include strategic planning, campaign setup, ad creation, optimisation, and reporting.
B1.2 Keyword Research: We will conduct comprehensive keyword research to identify high-value search terms aligned with the Client’s objectives. These keywords will guide the ad strategy to ensure alignment with search intent and relevance.
B1.3 Ad Creation: We will develop keyword-optimised ad copy for Search campaigns and create any required visuals for Display campaigns. The Company warrants that all content is original and created for the purpose of advertising the Client’s brand. The Client agrees to review all creative before deployment and share any restrictions, exclusions, or compliance obligations at the start of the engagement.
B1.4 Campaign Setup & Management: Campaign setup includes defining bidding strategies, budget allocations, campaign architecture, and goal tracking. Ongoing management includes bid adjustments, budget pacing, quality score improvements, and negative keyword pruning. The Company reserves the right to make adjustments based on performance and platform policy changes.
B1.5 Targeting: We will configure geo-targeting, device targeting, demographic and behavioural targeting as per campaign strategy. The Client acknowledges that targeting precision is subject to limitations of the ad platforms and external variables like competitor activity.
B1.6 Conversion Tracking: We will implement and monitor conversion tracking using Google Ads and Google Analytics to assess campaign effectiveness. The Client must provide appropriate access and verify all tracking installations.
B1.7 Reporting & Analysis: The Company will provide periodic performance reports including cost-per-click (CPC), click-through rate (CTR), conversion data, and campaign insights. Reporting cadence will follow the tiered service level (monthly, fortnightly, or weekly).
B1.8 Limitations & Acknowledgements: The Client acknowledges that the Company makes no warranty or guarantee that Google Ads or Bing Ads will result in increased sales, business activity, or ROI. Advertising outcomes are influenced by factors such as platform algorithms, auction competition, user behaviour, and search volume—all outside the Company’s control. The Client agrees to indemnify and hold the Company harmless from any claims arising from ad content, tracking configurations, account suspensions, or underperformance, except as required by law.
B2.1 Overview of Services: BluFire will manage paid campaigns on platforms such as Meta (Facebook and Instagram), LinkedIn, TikTok, and Pinterest. These services include strategy development, creative production, copywriting, targeting, optimisation, and performance reporting.
B2.2 Content Creation: The Company will design and produce branded visual content including graphics, videos, and other creative elements. All creative is developed in alignment with the Client’s branding. The Client is responsible for disclosing all relevant brand guidelines and restrictions before work commences.
B2.3 Copywriting: We will write ad copy tailored to the brand voice and platform-specific requirements. This includes headlines, primary text, descriptions, and calls-to-action designed to drive results. Copy will be submitted for approval prior to campaign launch.
B2.4 Campaign Setup & Management: We will configure campaign objectives, define audiences, install tracking, and deploy ad variations. Campaign management includes ongoing optimisation of creative, targeting, bidding, and budget pacing. The Company may make adjustments to improve results based on performance data and market trends.
B2.5 Audience Targeting: Custom audience creation will include behavioural data, interests, lookalikes, and remarketing lists. The Client acknowledges that targeting availability and performance is governed by each platform’s algorithms and privacy policies.
B2.6 Reporting & Analysis: Reports will cover engagement metrics, reach, cost-per-result, conversions, and return on ad spend. Reporting frequency is based on the selected service tier. Data insights will be used to inform campaign adjustments and recommendations.
B2.7 Limitations & Acknowledgements: The Client acknowledges that the Company makes no warranty or guarantee that social media advertising will result in increased revenue, traffic, or customer engagement. Campaign performance may vary due to platform algorithm changes, account restrictions, seasonal market shifts, and user behaviour. The Company shall not be liable for campaign underperformance, ad disapprovals, limited reach, or any loss resulting from third-party platform decisions. The Client agrees to indemnify and hold BluFire harmless against claims or liabilities arising from campaign performance, creative assets, or platform compliance issues.
4.1 All intellectual property created specifically for the Client is owned by the Client once full payment is received.
4.2 BluFire retains ownership of all pre-existing tools, templates, and systems, including any modifications or derivative works, unless expressly transferred in writing.
4.3 All draft materials, concepts, or creative works produced by BluFire that are not approved or paid for in full remain the sole property of BluFire and may not be used, reproduced, or distributed by the Client without BluFire’s prior written consent.
5.1 Each party (“Receiving Party”) must treat as confidential and safeguard all information, documents, materials, and ideas relating to the other party (“Disclosing Party”), its operations, finances, and products, which are disclosed to the Receiving Party and either marked as confidential or would reasonably be understood to be confidential (“Confidential Information”).
5.2 Confidential Information does not include information that: (a) is in the public domain (other than due to a breach of this Agreement); (b) is required to be disclosed by law or court order; (c) is received from a third party without any obligation of confidentiality; (d) was already known to the Receiving Party; or (e) is independently developed by the Receiving Party without reference to the Confidential Information.
5.3 If the Receiving Party is required by law to disclose Confidential Information, it must, where legally permitted, notify the Disclosing Party and give them a reasonable opportunity to seek a confidentiality order.
5.4 The Receiving Party must ensure that its employees, contractors, and agents comply with these confidentiality obligations.
5.5 This obligation survives the termination of this Agreement.
6.1 BluFire will comply with the Privacy Act 1988 (Cth) and any other applicable privacy laws in handling personal information.
6.2 The Client agrees to comply with the Privacy Act 1988 (Cth) in the handling of any personal data.
7.1 The Client agrees not to solicit, hire, or engage any current or former BluFire employee involved in providing the services, for a period of 12 months following termination of this Agreement.
7.2 If the Client breaches this clause, the Client must pay BluFire an amount equal to six months of the employee’s remuneration as a genuine pre-estimate of loss.
8.1 The Company does not warrant or guarantee any specific outcome (e.g., traffic, sales, rankings).
8.2 BluFire shall not be liable for any loss or damage arising from use of the services, except as required by law.
8.3 The Client agrees to indemnify BluFire against claims arising from Client-provided content or instructions.
9.1 Despite any other provision of the Agreement, neither party will be liable to the other party for any indirect, incidental, special, or consequential loss, damage, liability, claims, cost, injury, death, demand, threat, damage, penalty, or expenses, including loss of profits, loss of business, or business interruption. This subclause survives termination or completion of the Agreement.
10.1 The Client must comply with all applicable platform terms, guidelines, and policies for any services provided under this Agreement, including but not limited to Google, Google Ads, Meta, LinkedIn, TikTok, and other relevant platforms.
10.2 BluFire will not be liable for any account suspensions, restrictions, or penalties arising from the Client’s failure to comply with such terms.
11.1 BluFire’s liability under this Agreement is capped at 100% of the three most recent Monthly Fees paid. This subclause survives termination or completion of the Agreement.
12.1 BluFire may engage subcontractors or third-party service providers to perform any part of the services under this Agreement.
12.2 BluFire remains responsible for the delivery and quality of the services and will ensure that any subcontractors are bound by obligations consistent with this Agreement.
13.1 If a dispute arises under or in connection with this Agreement, the parties must first attempt to resolve it through good faith negotiations.
13.2 If the dispute is not resolved within 14 days, either party may refer it to mediation administered by the Resolution Institute (Australia) or a similar body agreed by the parties.
13.3 Each party must bear its own costs in relation to the mediation. Litigation or arbitration may only be commenced if the dispute is not resolved through mediation.
14.1 Modifications to this Agreement must be in writing and signed by both parties, including by email confirmation between authorised representatives.
14.2 This Agreement, including its Schedules, constitutes the entire agreement between the parties and supersedes all prior agreements.
14.3 The Client grants BluFire permission to use its logo and brand name in portfolios, case studies, and marketing materials, subject to brand guidelines and approval.
15.1 The following provisions survive termination or expiry of this Agreement: Clause 2 (Fees and Payment) in respect of any amounts owed; Clause 4 (Intellectual Property); Clause 5 (Confidentiality); Clause 6 (Privacy & Data Handling); Clause 7 (Non-Solicitation); Clause 8 (Liability and Warranty); Clause 9 (Exclusion of Consequential Loss); Clause 10 (Compliance with Platform Terms); Clause 11 (Limitation of Liability); and this Clause 15 (Survival).
