These are the Terms and Conditions on which DonutLabs Digital Marketing Services — ABN: 98 049 751 815 (Shaun Thomas Rynne) will carry out work for you. They apply each time you ask us to do work for you or carry out a Service.

Your use of our Services requires compliance with these Terms and Conditions.

These Terms and Conditions are subject to change without notice and may be superseded. DonutLabs may modify these Terms and Conditions by general notice on a page of our website, by email or by any other method of communication.

Last updated: 10 August 2025 (AEST)

1. ENGAGEMENT

You may engage us to carry out a Service for you by:

signing and returning a Pricing Structure to us; or
providing an authorised Purchase Order; or
in the case of smaller engagements, by written verification (including email) or other written confirmation.

Unless DonutLabs notify you otherwise in writing, DonutLabs will accept that engagement subject to these Terms and Conditions. The Service will commence in line with the Service schedule or on a date specified by DonutLabs, provided that all initial payment requirements have been met.

DonutLabs reserves the right to accept or decline any engagement at its sole discretion. Any verbal, written, or implied acceptance of our quotation, proposal, or scope of work will be deemed binding on the client under these Terms and Conditions.

2. PRICING STRUCTURES

If DonutLabs provide you with a Pricing Structure for the Service, then that Pricing Structure:

is based on the agreed Specifications and is subject to change if the parties agree to amend the Specifications, or if external costs (such as supplier fees, ad platform charges, or third-party services) increase;
excludes GST unless otherwise stated;
is valid for a period of 30 days from the date DonutLabs issue the Pricing Structure, after which it will lapse and require written re-confirmation before acceptance;
does not include work or services outside the agreed Specifications – any such additional work will be quoted and charged separately at DonutLabs’ prevailing rates.

3. SERVICES

The Services that DonutLabs provide to you, and any specific terms, may include some or all of the following:

Clause 10 – Search Engine Optimisation (SEO)
Clause 11 – Pay-Per-Click Advertising (PPC)
Clause 12 – Social Media Advertising & Management
Clause 13 – Web Development & Landing Pages
Clause 14 – Email Marketing & CRM Automation
Clause 15 – Strategy, Creative and Analytics

Only the services expressly stated in your agreed Proposal, Pricing Structure, or written agreement form part of the Services. Any additional work will require a separate agreement or amendment to the existing agreement.

You acknowledge that electronic services are subject to interruption and breakdown, and all non-electronic services are subject to disruption, and therefore:

the Services may not be error-free or uninterrupted, and your access to the Service and its operation may not be error-free or uninterrupted;

DonutLabs is not responsible for downtime, outages, or service issues caused by third-party platforms, suppliers, hosting providers, or ad networks;

DonutLabs reserves the right to continue providing the Services and/or invoice you for the Services in the event of any disruption, other than a disruption caused directly by DonutLabs’s negligence or willful misconduct.

4. HOURS OF SERVICE

All Services will be carried out between 8:30 am and 5:30 pm (local office time), Monday to Friday, excluding public holidays and the Christmas / New Year closure periods.

Any Services required outside these hours must be agreed in writing in advance and will be billed at DonutLabs’ applicable after-hours rate.

Enquiries or requests received outside business hours will be actioned on the next business day, unless otherwise agreed in writing.

5. CONTENT AND MATERIALS SUPPLIED BY YOU

You must supply to us all required materials you want us to use in the Service, and all other content and materials DonutLabs reasonably request (“Client Content”) in a timely manner.

You must supply all Client Content in the following digital formats:

Text/copy: Microsoft Word or Rich Text (clearly labelled and in correct order)
Tables: Microsoft Excel (clearly labelled and in correct order)
Images: high resolution where possible (JPEG, PNG files)
Logos: vector format (Illustrator EPS/AI)
Diagrams/maps: vector format (AI) or JPEG files
Website access: current website and database access via SSH, FTP and/or CMS/hosting control panel login (if required)
Brand style guidelines (if applicable)

DonutLabs may charge Additional Costs if the Client Content is not provided in the appropriate format, is incomplete, or is supplied later than requested. Such delays may also extend project timelines.

You warrant that any materials or content you provide to us, or that are provided to us on your behalf:

do not breach any rights (including Intellectual Property Rights or Moral Rights) of any third party;
are free from viruses, malware, or other harmful code that could compromise the security or operation of DonutLabs’ systems;
comply with all applicable laws and regulations.

You indemnify DonutLabs against any claim, cost, loss, or damage arising from a breach of these warranties.

6. VARIATIONS AND ADDITIONAL COSTS

If, during the course of our engagement, there are changes to the agreed Specifications of the Service, such changes will be treated as a “Variation”.

Where a Variation occurs, DonutLabs reserves the right to temporarily halt work and review Service costings. DonutLabs will discuss the Variation with you and, where required, issue a written Variation Notice outlining:

the modifications to the Specifications; and
any associated costs and time impacts.

Work on the Variation will not commence until DonutLabs receives your written approval to proceed.

Examples of Variations include:

introduction of additional requirements not discussed during the onboarding process (e.g. branding deliverables, video imagery, ad text, ad design, or changes to Digital Marketing Campaign focus)
costs for commercial fonts, photography, audio, and video
additional Service management time beyond the agreed scope
overtime required to meet deadlines due to delays by the Client in providing approval, Client Content, or feedback
new or expanded development work not included in the original scope
While Service management time is included in all quotes, from time to time DonutLabs may also be required to manage your team or external parties. If this requirement was not known at the time of quoting, it may be treated as a Variation.

Additional Costs (Outside of Variations)

If, during the course of our engagement, small changes are requested that do not meet the definition of a Variation, DonutLabs will provide an estimate of the Additional Costs before proceeding, wherever possible. However, due to time constraints or urgent deadlines, there may be occasions where DonutLabs will proceed without prior written approval. In such cases, work will be charged at current Professional Hourly Rates.

Examples of Additional Costs include:

Client Content supplied in the wrong format
extra workshops or workshops requiring additional hours
requested additional design concepts or alterations beyond the agreed scope
changes requested after final approval has been sought or provided
uploading and styling/layout of additional Client Content
additional meetings and travel time

Additional Costs will be invoiced separately on an ad hoc basis at DonutLabs’ current Professional Hourly Rates.

SEO Clause: Once you have approved the list of key phrases for optimisation and use in the provision of the Services by DonutLabs, no changes can be made to that list for the duration of the Services unless agreed in writing and subject to Additional Costs.

DonutLabs will be the license holder unless otherwise agreed in writing.

You may only use the asset in accordance with the applicable license terms.

You are responsible for ensuring that any usage outside those terms is properly licensed.

You indemnify, and agree to keep DonutLabs, its directors, officers, and employees indemnified, against all Loss, claims, or liabilities arising from any breach of such license terms by you or your representatives.

Ownership of the finished photography, audio, or video produced specifically for you will transfer to you upon full payment of all issued invoices. DonutLabs retains ownership of all working files, project files, or source files unless otherwise agreed in writing.

8. YOUR APPROVAL & IMPLEMENTATION

Your review, approval, and/or implementation may be required for one or more items (each an “Approval & Implementation Item”) provided by DonutLabs, including but not limited to:

Service brief
Keyword recommendations
Local SEO report
On-page SEO report
Ad text
Ad targeting
Ad creative
Design concepts (and your selection of one concept)
Each updated version of the chosen design concept
Implementation of conversion tracking code
Landing page or website development
Completed design
Variation Notices
Any other item for which DonutLabs reasonably requests your approval

When DonutLabs provides you with an Approval & Implementation Item, you must respond in writing to confirm whether you accept or reject it. If DonutLabs does not receive a written response within 5 business days, the item will be deemed approved.

Once an Approval & Implementation Item is accepted (either expressly or by deemed approval), it is considered complete and no further amendments are required, unless agreed as a Variation under Clause 6. DonutLabs will not proceed to the next stage of the Service until written approval to proceed is received.

9. SCHEDULING, PRODUCTION AND SERVICE MANAGEMENT

If DonutLabs considers it necessary, we may prepare a production schedule for the Services. DonutLabs will use reasonable commercial endeavours to deliver the Services in line with that schedule.

You acknowledge that timely provision of approvals, implementation, Client Content, and feedback is essential to meeting agreed deadlines. Any delay on your part may result in:

Adjustment of the delivery deadline in the production schedule; or

If deadlines cannot be moved, DonutLabs issuing a Variation Notice that includes all necessary overtime or resource reallocation costs to meet the original deadline.

All costs arising from delays or required overtime will be treated as Additional Costs under Clause 6.

10. SEARCH ENGINE OPTIMISATION (SEO)

Our Search Engine Optimisation (SEO) Services may include:

Keyword research and recommendations
Local SEO report
On-page SEO report
Copywriting and content generation
Creation of Google Analytics account
Implementation of conversion tracking code
Creation of Google Search Console account
Link building
Local citations
Monthly progress report

Unless specifically quoted, our SEO Services exclude:

Implementation of on-page SEO recommendations
Implementation of advanced conversion tracking code requiring website development
Broken link cleanup or ongoing maintenance
Ongoing Google Search Console management
Landing page or website development
Website maintenance or security updates
Website migration management
Changes of strategy mid-campaign

Important: Our SEO Services are designed to improve rankings of live, existing websites. They are not suitable for websites still in development or not yet live.

Website Migrations

We do not manage migrations for websites we did not build. If you purchase a new website from a third-party developer, all responsibility for migration, including maintaining Google rankings and traffic, rests with that developer.

You must ensure your new website project scope and budget includes provisions for a proper migration process. DonutLabs will provide a PDF guide for your development team outlining the desired outcome (no loss of rankings or traffic) and general best-practice steps, but:

We will not teach the developer how to perform the migration
We will not walk them through the process
We will not join calls or provide direct consultation
We will not answer their technical questions
We will not quality check their work
We make no assurances or guarantees about migration success

11. PAY-PER-CLICK ADVERTISING (PPC)

11.1 Search Advertising

Our Search PPC services may include:

Keyword research and recommendations tailored to your objectives
Setup and configuration of Google Ads account
Setup of Google Analytics with conversion tracking
Creation of ad copy and relevant ad extensions
Campaign structuring based on target audience and budget
Ongoing bid management and optimisation
A/B testing of ads and creatives (where applicable)
Monthly performance reporting and recommendations
Unless specifically quoted, our Search PPC services exclude:
Implementation of advanced tracking (e.g. eCommerce tracking, event-based goals) requiring development work
Creation or implementation of Privacy Policies
Landing page design or website development
Website maintenance or technical troubleshooting
Mid-campaign strategy overhauls (see Clause 6 for Variation terms)

Third-party Platform Use

We may use our professional ad accounts or yours, depending on the agreement

Where third-party platforms are used (e.g. Google Ads, Microsoft Ads), their respective terms and conditions will apply

You are responsible for providing access to your advertising and analytics accounts, or authorising us to create them on your behalf

11.2 Display Advertising

Our Display Advertising services may include:

Creation of display banners
Setup of Google Ads account
Setup of conversion tracking and remarketing tags in Google Analytics
Implementation of conversion tracking code
Audience targeting and/or display placement targeting
Ongoing optimisation and campaign analysis
Monthly progress report

Unless specifically quoted, our Display Advertising services exclude:

Implementation of advanced conversion tracking code requiring website development
Creation of a Privacy Policy
Landing page or website development
Mid-campaign strategy overhauls

Platform Access & Responsibility

Unless otherwise agreed, DonutLabs will utilise our professional accounts to engage the relevant third-party provider (e.g. Facebook, Google)
While DonutLabs may source suppliers and placements, the terms and conditions of those placements are set by the suppliers

12. SOCIAL MEDIA ADVERTISING & MANAGEMENT

12.1 Social Media Advertising

Our Social Media Advertising services may include:

Creation of ads (including image design and ad copy)
Setup of a Facebook ad account within DonutLabs’ Business Manager
Setup of conversion tracking in Google Analytics
Implementation of conversion tracking code and Facebook Pixel
Creation of remarketing lists using Facebook Pixel data
Setup of interest and demographic audiences for targeting
Ongoing optimisation and campaign analysis
Monthly progress reporting
Advanced conversion tracking requiring website development
Creation of a Privacy Policy
Landing page or website development
Facebook community or page management
Responding to comments or downloading leads from ads
Integration of Facebook with third-party platforms (and any resulting data loss)
Mid-campaign strategy overhauls

Platform Access & Responsibility

Unless otherwise agreed, DonutLabs will use our professional accounts to engage the relevant third-party provider (e.g. Facebook, Google)
While DonutLabs may source suppliers and placements, the terms and conditions of those placements are set by the suppliers

12.2 Social Media Management

Our Social Media Management services may include:

Review, analysis, and strategy development
Campaign creation, blogs, content production, engagement, and/or profile management for platforms such as Facebook, Instagram, LinkedIn, or others
Social media analytics and reporting
Creation or review of a social media policy

13. WEB DEVELOPMENT & LANDING PAGES

Includes

Design and development of responsive websites and landing pages
Integration of tracking codes and analytics tools
SEO-friendly page structure and conversion optimisation
Landing page creation to support specific campaigns
Website performance and UX testing
Updates or modifications within agreed project scope

Excludes

Ongoing hosting, domain registration, or SSL certificate costs
Third-party software licences unless otherwise agreed
Design or development work outside the agreed scope
Content writing unless specified in the agreement
Ongoing website maintenance or security updates after project completion
Guaranteed search engine rankings or performance results

14. EMAIL MARKETING & CRM AUTOMATION

Includes

Campaign planning, design, and copywriting
Email automation workflows and lead nurturing sequences
Segmentation and targeting of subscriber lists
CRM integration for tracking and follow-up
Performance reporting (open rates, click-through rates, conversions)
A/B testing of subject lines, content, and design

Excludes

Third-party email platform fees
Procurement or purchase of email lists
Guaranteed conversion rates, sales, or revenue
Ongoing CRM licence costs
Custom CRM development beyond agreed scope
Integration with unsupported or legacy systems

15. STRATEGY, CREATIVE & ANALYTICS

Includes

Digital marketing audits and performance reviews
Digital marketing strategy development and implementation
Creative concept development for campaigns and branding
Content creation including videos, images, memes, infographics, whitepapers, reports, and surveys
Google Analytics and other analytics platform setup, configuration, and reporting
Reputation management and monitoring
Call tracking setup, reporting, and analysis

Excludes

Ongoing content creation beyond the agreed scope
Paid stock imagery, music, or third-party licensing fees
Filming or production requiring external crews or locations
Custom software or analytics tool development
Guaranteed campaign results or return on investment
Costs associated with third-party tools, platforms, or subscriptions

16. ARCHIVING / RETRIEVAL

DonutLabs will endeavour to store or archive all electronic files used in the production of your Service. However, DonutLabs does not guarantee that any stored or archived files will be retained or can be retrieved in the future.

Once your Service is launched, responsibility for archiving and maintaining copies of all files and databases rests with the Client. DonutLabs can, upon request, provide archiving or retrieval services at an Additional Cost.

17. DISBURSEMENTS

Disbursement charges are not included in the Fees. If DonutLabs incurs any disbursements or expenses during the course of providing the Service, these will be charged to you as Additional Costs.

Disbursements may include, but are not limited to:

Costs of plugins, themes, or software licences purchased specifically for the Service;
Consumable materials utilised as part of a Service or Digital Marketing Campaign;
Courier fees, printing costs, or other production-related expenses;
Third-party services required to fulfil the agreed scope.
All disbursements will be itemised and invoiced to you, and may require upfront approval where practical.

18. WARRANTY DISCLAIMER

Nothing in this Agreement excludes, restricts, or modifies any right or remedy, or any guarantee, warranty, or other term or condition implied or imposed by legislation which cannot be lawfully excluded or limited. Such legislation includes the Australian Consumer Law, which contains guarantees that protect purchasers of goods and services in certain circumstances (each a non-excludable provision).

Subject to DonutLabs’s obligations under the non-excludable provisions, and to the fullest extent permissible by law:

DonutLabs makes no warranties, representations, or guarantees of any kind, whether express, implied, statutory, or arising from the course of performance, course of dealing, or usage of trade;

This includes, without limitation, any warranties regarding merchantability, fitness for a particular purpose, satisfactory quality, accuracy, title, or non-infringement;

No guarantee is provided that the Services will be uninterrupted, error-free, secure, or meet your expectations or intended outcomes;

All deliverables are provided “as-is” and “as available” except where otherwise expressly stated in writing.

19. LIMITATION OF LIABILITY AND WARRANTY

To the fullest extent permissible by law, DonutLabs is not liable (whether in contract, tort, including negligence, or otherwise) for:

faults or defects in any services or goods provided by third parties in connection with this Agreement;
any indirect, special, incidental, or consequential loss (including but not limited to loss or corruption of data, loss of profits, revenue, goodwill, anticipated savings, and business interruption) however arising, whether or not DonutLabs knew of the possibility of such loss or whether such loss was foreseeable.

To the fullest extent permissible by law, DonutLabs’s total aggregate liability under or in connection with this Agreement will not exceed the total amount actually paid by the Client to DonutLabs for the Services.

19.1 Marketing and Campaign Performance

DonutLabs makes no warranties or guarantees regarding the likelihood of success, profitability, or performance outcomes of any marketing or promotional activities undertaken under this Agreement. While DonutLabs will use reasonable commercial endeavours to optimise the performance of your digital marketing campaigns, you acknowledge and agree that:

such changes are beyond the control of DonutLabs.

19.2 Remedies for Non-Excludable Provisions

To the fullest extent permitted by law, the liability of DonutLabs for a breach of a non-excludable condition is limited to:

For services: the resupply of the services, or payment of the cost of having the services supplied again.

For goods: the replacement of the goods or the supply of equivalent goods, the repair of the goods, or payment of the cost of replacing, repairing, or acquiring equivalent goods.

19.3 Additional Liability Exclusions

Liability for infringement of the intellectual property rights of any third party arising from materials or content provided or approved by the Client for use in the Services.

Liability for misrepresentation or negligence where the Client has relied on material or content published in connection with the Services without obtaining independent expert advice on its suitability or correctness.

Liability for loss of data, failure of third-party integrations, breach of security, business interruption, or any consequential or incidental damages.

All representations, warranties, or terms (whether express or implied) other than those expressly set out in this Agreement.

19.4 Contributory Liability

Either party’s liability for any claim relating to this Agreement will be reduced to the extent that the other party’s acts or omissions contributed to the loss or damage.

20. INDEMNITY

You indemnify, defend, and hold harmless DonutLabs, its directors, officers, employees, and agents from and against all actions, claims, proceedings, demands, liabilities, losses, damages, expenses, and costs (including legal fees on a full indemnity basis) arising out of or in connection with:

any breach of this Agreement by you;
any negligent acts or omissions by you;
your use of the Services, including any third-party claims arising from or connected with such use, except where such use is in full accordance with this Agreement;
any breach or alleged breach of third-party intellectual property rights resulting from content, materials, or instructions you supply or approve.

This indemnity applies to all loss arising from actions taken by DonutLabs in performing the Services, except to the extent such loss is caused by DonutLabs’s negligence, wilful misconduct, or breach of this Agreement.

21. INTELLECTUAL PROPERTY AND SUPPLY OF RAW / EDITABLE FILES

All Intellectual Property Rights in the Service Intellectual Property vest in, or will upon their creation vest in, DonutLabs.

DonutLabs grants you a non-transferable, non-exclusive licence to:

publish one copy of the Service and supporting Service Intellectual Property, unless otherwise stated by DonutLabs; and
use and reproduce the Service Intellectual Property for the specific purpose for which DonutLabs has provided it.

You must not, without DonutLabs’s prior written consent:

adapt, create derivative works from, or merge any template or other Service Intellectual Property;
use the Service Intellectual Property for any purpose other than its intended purpose;
reverse engineer, disassemble, or decompile the Service Intellectual Property;
distribute, lend, resell, transfer, assign, or sublicense the Service or Service Intellectual Property, or allow any other person to use it except in the course of visiting the Service;
remove or attempt to remove any proprietary or copyright notices, or labels on the Service or Service Intellectual Property;
host, copy, or continue to use any landing pages created by DonutLabs for paid marketing campaigns beyond the duration of those campaigns (these will be hosted by DonutLabs only during the campaign period).

The supply of raw or editable files is at the discretion of DonutLabs. Additional Costs will apply and may be calculated as a percentage of the original Pricing Structure or as a retrieval and release fee.

All ad text, ad targeting, ad creative, and all advertising accounts remain the property of DonutLabs.

DonutLabs does not warrant that your use of designs, materials, or content produced by DonutLabs in the course of the Services will not infringe third-party Intellectual Property Rights or any person’s Moral Rights. However, DonutLabs will notify you if it becomes aware of any such infringement.

You agree to:

display the DonutLabs logo or a text hyperlink in or under the website footer;
allow DonutLabs to use the Services provided for promotional and portfolio purposes, including placing your company logo and case study on DonutLabs’s corporate website and promotional collateral;
provide feedback or a testimonial upon request after the release or closure of the Service.

22. CONFIDENTIALITY

Each party agrees to keep confidential, and not to use or disclose except as permitted by this agreement, any Confidential Information of the other party. This obligation applies to Confidential Information obtained before or after entering into this agreement and includes the terms and conditions (including any schedules), details of any Purchase Order, and the Pricing Structure.

Each party must take all necessary and reasonable steps to safeguard the confidentiality of the other party’s Confidential Information.

Each party also agrees to refrain from making negative comments about the other party, whether online or in person. This obligation applies to all directors, principals, officers, and employees of each party.

22.1 Exceptions

The obligation of confidence does not apply to the extent that the Confidential Information is required to be disclosed:
by law; or
under the rules of any stock exchange on which the recipient’s securities are listed, provided that only the minimum amount of Confidential Information necessary is disclosed.

22.2 Disclosure Process

Where disclosure is required under clause 22.1, the recipient must:
provide reasonable written notice to the other party before making the disclosure;
consult with the other party on the form of the disclosure; and
take all reasonable steps to maintain the confidentiality of the information.

22.3 Breach of Confidentiality or Non-Disparagement

Any breach of confidentiality or non-disparagement under this clause is deemed to cause damage to the other party. Each party, and its directors or principals, agree to indemnify the other party for all loss arising from any negative comment made online or in person about the other party.

23. CALCULATION OF FEES IF NOT SPECIFIED

If the Fees are not specified (in a Purchase Order, Pricing Structure, or otherwise) at the commencement of the Service, DonutLabs will charge you at the current Professional Hourly Rates for all work carried out in the course of the Service. Professional Hourly Rates may change from time to time.

DonutLabs will perform the Services as specified in the Pricing Structure, or as otherwise agreed in writing with the Client, utilising the specified providers and/or platforms for the agreed term.

23.1 Reallocation of Marketing Budgets

DonutLabs reserves the right to reallocate any approved pay-per-click (PPC) budget between approved marketing platforms (including but not limited to Google, Facebook/Instagram, or LinkedIn) or between different campaign strategies (such as demographic targeting or remarketing) based on campaign performance in order to maximise results.

23.2 Refunds and Credits

Refunds will not be issued for paused Digital Marketing Campaigns or overpayment. A credit note may be issued at DonutLabs’s discretion.

23.3 Meetings and Travel

Travel time is not included in quotations, as DonutLabs’s office is the preferred meeting location. If meetings are requested at the Client’s premises or any other location, additional fees may apply.

23.4 Additional Costs

DonutLabs reserves the right to charge Additional Costs arising from:

the Client’s instructions, lack of instructions, interruptions, or mistakes;
work for which DonutLabs is not responsible;
changes to requirements, expectations, or the hardware/software environment; or
extra work required due to faults or defects in any service provided by a third party.

24. PAYMENT

24.1 Payment Methods

Payment for Services must be made by credit card (Visa, Mastercard, Amex), automatic direct debit from your nominated bank account, or direct bank transfer.

24.2 Payment Terms

Our standard payment terms are 100% monthly in advance. Subsequent payments are due before the start of each billing period.

Digital Marketing Campaigns run for a discrete calendar month. Campaigns starting mid-month may have their monthly budget either accelerated or stretched to be used by the end of that month, in line with the Client’s preference.

Billing for Digital Marketing Campaigns cannot be paused during the initial Term.

24.3 Automatic Renewal

The Term will automatically renew for subsequent periods of the same duration, unless either party provides written notice of termination at least 30 days prior to the expiration of the current Term.

24.4 Fee Allocation

Where applicable, monthly fees may be allocated between components such as media spend, strategy, management, creative production, and reporting. The allocation will vary depending on the service type, platform, budget, and campaign requirements, and will be confirmed with the Client prior to commencement.

24.5 Invoicing

DonutLabs may issue invoices for:

payment as specified in the Pricing Structure or estimate; and

Additional Costs on an ad hoc basis, as agreed.

24.6 Suspension of Services

DonutLabs reserves the right to suspend all Services until any payment default is rectified under this Agreement.

25. GST

Unless expressly stated otherwise, all Fees and Additional Costs are exclusive of GST.

If at any time GST becomes payable on supplies made by DonutLabs, or if the Australian Taxation Office determines that GST applies, the applicable GST amount will be added to and form part of the Fees or Additional Costs, calculated at the prevailing GST rate.

DonutLabs reserves the right to recover from the Client any GST payable on supplies made under this Agreement at any time.

26. DURATION OF AGREEMENT AND TERMINATION

26.1 Commencement and Term

This Agreement takes effect immediately upon execution by both parties and remains in force until the purpose of the Service has been achieved.

The Term will automatically renew for subsequent periods of the same duration unless either party provides written notice of termination at least 30 days prior to the expiration of the current Term, or both parties agree in writing to vary the Services.

26.2 Termination for Cause

Either party may terminate this Agreement by written notice if:

The other party commits a material breach capable of remedy (including failure to pay any amount due) and fails to remedy it within 14 days of receiving written notice to do so.

The other party commits a material breach that is not capable of remedy.

The other party becomes Insolvent.

26.3 Additional DonutLabs Termination Rights

DonutLabs may also terminate this Agreement if:

The Client fails to provide requested information or materials within a reasonable time.

DonutLabs considers that mutual confidence and trust no longer exist.

26.4 Effect of Termination

Upon termination of this Agreement:

DonutLabs’ obligation to carry out the Service ceases.

Each party’s rights and obligations accrued prior to termination remain unaffected.

Any licences granted under this Agreement cease immediately.

All unpaid invoices must be paid in full by the due date. Failure to pay may result in DonutLabs registering the default with a credit reporting agency.

Each party must return, destroy, or delete all Confidential Information of the other party in its possession or control (unless required to retain it to comply with record-keeping obligations).

The provisions of Sections 18, 19, 20, 21, 22, and 28 will survive termination.

26.5 Early Termination by the Client

If the Client terminates this Agreement before the end of the agreed Term (outside the conditions set out above), the Client must pay 50% of the remaining contract value for all months left in the Term.

This exit fee is due within 14 days of the termination date. DonutLabs will issue a final invoice accordingly.

27. DEBT COLLECTION

27.1 Referral to Debt Collection

DonutLabs reserves the right to refer the collection of any outstanding accounts to a debt collection agency without prior notice to the Client. DonutLabs also reserves the right to record a credit default with a credit reporting agency.

27.2 Recovery Costs

The Client agrees to be liable for all recovery costs and expenses incurred as a result of the referral of the debt to a debt collection agency. The Client further agrees that section 27(1) of the Debt Collectors (Field Agents and Collection Agents) Act 2014 (Qld) does not apply to this Agreement.

27.3 Legal Action

If the collection of the debt is referred to DonutLabs’ lawyers, the Client accepts liability for, and indemnifies DonutLabs in respect of, all legal costs on a solicitor-client basis.

27.4 Interest on Overdue Invoices

Interest on overdue invoices will accrue daily from the due date for payment until the date payment is received in full, at the rate of 2% per calendar month.

28. DISPUTE RESOLUTION

28.1 Requirement to Follow This Clause

If a dispute arises out of or relates to this Agreement, a Party may not commence any court or arbitration proceedings relating to the dispute unless it has complied with this clause, except where the Party seeks urgent interlocutory relief. Where a Party fails to comply with this clause, any other Party in dispute with the non-complying Party need not comply with this clause before referring the dispute to arbitration or commencing court proceedings.

28.2 Notice of Dispute

A Party claiming that a dispute has arisen under or in relation to this Agreement must give written notice to each other Party. The notice must designate a representative with authority to settle the dispute on its behalf. Each other Party must promptly reply in writing, designating its own representative with similar authority.

28.3 Suspension of Work

DonutLabs may pause work to conduct any investigations it deems appropriate. Within 90 days of the written notice being given, the Parties must attempt to resolve the dispute.

28.4 Alternative Dispute Resolution Process

If the dispute is not resolved within the initial 90-day period (or any longer period agreed in writing), the Parties must, within a further 90 days, seek to agree on:

a process for resolving the dispute through means other than litigation or arbitration (e.g., further negotiations, mediation, conciliation, independent expert determination, or mini-trial);
the procedure and timetable for the exchange of documents and other information relating to the dispute;
procedural rules and a timetable for the conduct of the chosen process;
a process for selecting and compensating any neutral third party assisting in the resolution; and
whether the assistance of a dispute resolution organisation should be sought.

The Parties acknowledge that any exchange of information or settlement offers made under this clause are solely for the purpose of attempting to resolve the dispute.

28.5 Right to Commence Proceedings

After the expiry of the time allowed (or agreed) for agreeing on a dispute resolution process, any Party that has complied with this clause may terminate the dispute resolution process by written notice and refer the dispute to arbitration or commence court proceedings.

29. GENERAL

29.1 Notices

Any notice given under this agreement must be in writing and addressed to the other party’s nominated contact person, as notified by that party.

29.2 Relationship of the Parties

This agreement does not create a relationship of employment, agency, or partnership between the parties.

29.3 Sub-contracting and Assignment

DonutLabs may sub-contract its obligations under this agreement.

DonutLabs may assign all or part of its rights or obligations under this agreement to a third party by providing written notice to you.

29.4 Waiver

The failure of a party at any time to insist on performance by the other party of any obligation under this agreement is not a waiver of its rights.

29.5 Severability

If part or all of any provision of this agreement is illegal or unenforceable, that provision will be severed from this agreement without affecting the continued operation of the remaining provisions.

29.6 Consumer Law

The additional terms and conditions in sections 18, 19, 20, 21, and 22 do not apply to the extent that they:

are not permitted under Australian law; or

exclude or unlawfully limit any applicable Consumer Guarantee or Title Guarantee.

29.7 Amendments

DonutLabs may amend this agreement from time to time. Unless otherwise agreed in writing, the amended terms will apply to all current and future Services from the date the amended agreement is published. Your continued engagement of our Services after that date signifies acceptance of the amended agreement.

29.8 Governing Law and Jurisdiction

This agreement is governed by the laws of Victoria and the Commonwealth of Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of Victoria and shall not:

object to an action being brought in the Victoria Registry of a court of that State or a Federal Court; or
assert that any action has been brought in an inconvenient forum; and
each party undertakes to refrain from:
bringing an action in any other court or tribunal, whether within Australia or otherwise; and
seeking, pursuant to the Jurisdiction of Courts (Cross-vesting) Act 1987 (Qld) or otherwise, to transfer any action to another State or Territory in relation to any dispute arising directly or indirectly from this agreement.

29.9 Statutory Warranties

This agreement is to be read subject to any legislation that prohibits or restricts the exclusion, restriction, or modification of any implied warranties, conditions, or obligations. If such legislation applies, DonutLabs limits its liability in respect of any claim to, at DonutLabs’s option:

the redelivery of the Services; or
the payment of the cost of redelivery of the Services or acquiring equivalent services.

29.10 Entire Agreement

This agreement constitutes the entire agreement of the parties regarding its subject matter and supersedes and cancels all prior arrangements, understandings, and negotiations. Any statement made in negotiations that is not expressly set out in this agreement does not form part of the agreement between the parties.

30. ADDITIONAL CLAUSES

30.1 Data Protection and Privacy

DonutLabs will handle all client data and any customer data accessed through marketing campaigns in compliance with the Australian Privacy Principles (APPs) under the Privacy Act 1988 (Cth). Personal information will be collected, stored, and processed securely, and only used for the purposes necessary to provide the agreed Services or as required by law. If DonutLabs engages third-party providers, it will take reasonable steps to ensure they also comply with the APPs.

30.2 Client’s Obligations and Responsibilities

The Client is responsible for ensuring that all advertising materials, instructions, and approvals comply with applicable advertising standards and regulations, including the Australian Association of National Advertisers (AANA) Code of Ethics and the Australian Consumer Law (ACL). DonutLabs will not be liable for any breach arising from materials provided or approved by the Client.

30.3 Third-Party Platform Terms

Where Services involve the use of third-party platforms such as Google, Facebook, or LinkedIn, the Client must familiarise themselves with, and comply with, the terms and policies of those platforms. DonutLabs is not responsible for any suspension, restriction, or penalty applied by a third-party platform due to the Client’s non-compliance.

30.4 Accessibility

For all web development projects, DonutLabs will use reasonable commercial endeavours to meet the Web Content Accessibility Guidelines (WCAG) 2.1 AA level, unless otherwise agreed in writing. While full compliance cannot be guaranteed, this demonstrates a commitment to accessibility and best practice.

30.5 Non-Solicitation

The Client must not, during the term of this Agreement and for a period of 12 months after termination, solicit, employ, or engage any employee, contractor, or subcontractor of DonutLabs who was involved in the provision of the Services, without DonutLabs’ prior written consent.

30.6 Force Majeure

Neither party will be liable for any delay or failure to perform its obligations (other than payment obligations) under this Agreement if such delay or failure is due to events, circumstances, or causes beyond its reasonable control, including natural disasters, war, acts of terrorism, pandemics, labour disputes, or failures of utilities or communications. In such cases, the affected party will notify the other as soon as reasonably practicable and use reasonable efforts to resume performance.

30.7 Professional Hourly Rates Transparency

Where reference is made to ‘current Professional Hourly Rates’, DonutLabs will provide the Client with a rate card at the commencement of the engagement, and update the Client in writing if rates change during the term of the Agreement.

31. INTERPRETATION & DEFINITIONS

31.1 Interpretation

A reference to “this agreement” means these terms and conditions (including any schedule) together with any Purchase Order or Pricing Structure (if any).

Headings and bold type are for convenience only and do not affect the interpretation of these terms.

The singular includes the plural and the plural includes the singular.

Words of any gender include all genders.

Other parts of speech and grammatical forms of a word or phrase defined in this agreement have a corresponding meaning, unless the context clearly requires otherwise.

An expression importing a person includes any company, partnership, joint venture, association, corporation, or other body corporate and any government agency as well as an individual.

A reference to any legislation includes all delegated legislation made under it, and amendments, consolidations, replacements, or re-enactments of any of them.

A reference to a party to a document includes that party’s successors and permitted assignees.

A promise on the part of two or more persons binds them jointly and severally.

No provision of this agreement will be construed adversely to a party because that party was responsible for the preparation of this agreement or that provision.

Specifying anything in this agreement after the words “include” or “for example” or similar expressions does not limit what else is included.

31.2 Definitions

In this agreement, unless the context otherwise requires:

Agreement

These terms and conditions (including any schedule) together with any Purchase Order or Pricing Structure agreed between the parties.

Business Day

A day that is not a Saturday, Sunday, or public holiday in Victoria, Australia.

Consumer Guarantee

The consumer guarantees as provided under the Australian Consumer Law, as set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth).

DonutLabs

DonutLabs, its employees, agents, and authorised representatives.

Fees

The fees payable for the Services, as set out in the Purchase Order, Pricing Structure, or otherwise agreed in writing.

GST

Goods and Services Tax as defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Purchase Order

A written order or confirmation issued by you requesting Services from DonutLabs, subject to this Agreement.

Services

The services to be provided by DonutLabs to you as specified in the Purchase Order, Pricing Structure, or other written agreement.

You / Your

The client engaging DonutLabs for the provision of Services under this Agreement.

Version History

Version 1.0 – 10 August 2025 – Initial release of DonutLabs Terms and Conditions.