These are the Terms and Conditions on which JRNY Digital Australia Pty Ltd ABN 82 642 424 904 (JRNY Digital) will carry out work for you. They will apply each time that you ask us to do work for you, or carry out a Service. They set out our Services and what you can expect from us. Please read them carefully. It is a condition of your use of our Services that you comply with these Terms and Conditions.

JRNY Digital may modify these Terms and Conditions by general notice on a page of our website, by email or by any other method of communication.

 

JRNY DIGITAL AUSTRALIA PTY LTD – CLIENT SERVICES AGREEMENT

 

1. PARTIES

This Agreement is between:

JRNY Digital Australia Pty Ltd
ABN 82 642 424 904
(“JRNY Digital”, “we”, “us”, “our”), and

The Client named in the Proposal (“Client”, “you”).

Together, the “Parties”.

 

2. ENGAGEMENT

2.1 You engage JRNY Digital to provide the Services described in the Proposal (the “Proposal”) and any additional written schedules.

2.2 This Agreement begins on the date the Proposal is accepted and continues for the Contract Term stated in the Proposal, subject to early termination under this Agreement.

2.3 The Proposal forms part of this Agreement. If there is a conflict, the Proposal prevails.

 

3. CONTRACT TERM & RENEWAL

3.1 The Term is the duration specified in the Proposal (“Contract Term”).

3.2 Automatic Renewal: At the end of the Contract Term, the Agreement automatically renews for further periods of the same duration unless either party gives 30 days’ written notice prior to the renewal date.

3.3 If the Client is out-of-term (month-to-month), the Client may terminate by giving 60 days’ written notice.

 

4. EARLY TERMINATION (BEFORE CONTRACT END)

4.1 If the Client terminates the Agreement before the end of the Contract Term:

The Client must pay:

(a) 90 days’ notice; OR
(b) the remaining contract value;
whichever amount is higher.

4.2 This is a legitimate pre-estimate of JRNY Digital’s loss, including staff allocation, resourcing, opportunity cost, and campaign continuity impact.

 

5. SERVICES

Services may include:
• Paid Advertising (Meta, Google, YouTube, LinkedIn)
• SEO
• CRO & Landing Pages
• Web Development
• Creative, Strategy & Advisory
• Analytics & Tracking
• Performance Reporting

Scope and inclusions are defined in the Proposal.

 

6. SCOPE, VARIATIONS & ADDITIONAL WORK

6.1 Signing a Proposal means the Client accepts the scope, estimated time and effort. It does not include unlimited revisions.

6.2 If JRNY Digital reasonably determines that additional time, effort or deliverables are required due to:
(a) increased complexity;
(b) new tasks requested;
(c) change in strategy mid-campaign; or
(d) client-caused delays, rework or lack of access,
we may issue a Variation Notice.

6.3 JRNY Digital is not required to proceed with additional work until the Variation is approved.

6.4 If a Variation is declined, JRNY Digital is relieved of responsibility for the outcome impacted by the declined change.

 

7. CLIENT RESPONSIBILITIES

The Client must:
• Provide timely approvals, content, logins, feedback and access.
• Ensure their website, CRM, tracking tools and integrations function correctly.
• Maintain a compliant Privacy Policy on their website.
• Pay platform ad spend directly unless otherwise agreed.
• Not delay JRNY Digital’s workflow through prolonged silence or withheld access.

7.1 Performance Disclaimer:
Forecasts, KPIs and performance estimates are not guarantees.
Results depend on market conditions, seasonality, client offer, pricing, CRM, sales process, website quality, and client responsiveness.

If the Client fails to uphold responsibilities, JRNY Digital may:
(a) revise forecasts;
(b) disapply performance KPIs;
(c) adjust timelines; or
(d) modify strategy.

 

8. PAYMENT TERMS

8.1 Invoices & Prepayment
(a) Retainers and management fees are billed monthly in advance.
(b) Payments are due within 7 days of invoice date.

8.2 Suspension
If payment is late, JRNY Digital may immediately suspend all Services without notice.

8.3 Interest
Overdue amounts accrue 1% interest per month, compounding.

8.4 Debt Recovery
Client must pay all recovery costs:
• Debt collection fees
• Enforcement fees
• Legal fees on a full indemnity basis

8.5 Verification of Bank Details
The Client is solely responsible for verifying bank details before payment. JRNY Digital is not liable for misdirected or intercepted payments.

8.6 No Set-Off
Invoices must be paid in full. Disputes do not suspend payment obligations.

8.7 Non-Refundable
All prepaid fees are non-refundable once the billing month begins. Delays caused by the Client do not entitle the Client to refunds or credits.

 

9. INTELLECTUAL PROPERTY

9.1 JRNY Digital retains ownership of:
• Methods, frameworks, systems
• Processes, templates, spreadsheets
• Dashboards, reporting systems
• Internal tools
• Playbooks, training materials
• Campaign structure, strategy, naming conventions
• Audiences, pixels, tracking configuration
• Proprietary creative assets unless otherwise agreed

9.2 The Client receives a licence to use final deliverables after full payment.

9.3 The Client must not share JRNY Digital’s strategy, documents, dashboards, frameworks or internal materials with any future agency, contractor or employee without written permission.

9.4 If the Client wants to port or transfer JRNY frameworks, systems, dashboards or configurations, it must be separately licensed or charged.

 

10. DATA, PRIVACY & SECURITY

10.1 JRNY Digital handles client data in accordance with:
• Privacy Act 1988 (Cth)
• Australian Privacy Principles (APPs)

10.2 The Client must ensure all customer data sent to JRNY complies with privacy laws.

10.3 Upon termination, the Client loses access to internal reporting dashboards, tools, templates, and proprietary systems unless otherwise agreed.

 

11. NON-SOLICITATION (12 MONTHS)

11.1 For 12 months after termination, the Client must not directly or indirectly:
(a) hire, engage or solicit any JRNY Digital employee or contractor;
(b) induce any JRNY Digital staff to leave; or
(c) accept services from former JRNY staff who worked on their account.

11.2 JRNY Digital will not solicit the Client’s staff during the term or 12 months after.

 

12. CONFLICT OF INTEREST

12.1 The Parties must disclose potential conflicts (e.g., direct competitors) promptly.

12.2 JRNY Digital may decline or restructure campaigns to minimise conflicts.

 

13. PORTFOLIO, CASE STUDIES & PUBLICITY

13.1 With approval (not unreasonably withheld), JRNY Digital may use:
• Client name and logo
• Case studies
• Campaign performance metrics
• Non-confidential creative
• Before/after results

For:
• proposals
• marketing
• pitch decks
• website showcase

13.2 JRNY Digital’s pitch materials remain confidential and cannot be reused if the Client chooses not to proceed.

 

14. LIABILITY & DISCLAIMERS

14.1 To the extent permitted by law, JRNY Digital is not liable for:
• indirect or consequential loss
• lost revenue, profit, opportunity or reputation
• delays caused by the Client
• platform outages or errors (Meta, Google, Shopify, etc.)
• data loss or integration errors
• third-party tools, APIs or platforms

14.2 Liability Cap
JRNY Digital’s total aggregate liability is limited to the Fees paid in the preceding 3 months.

14.3 If required by law, JRNY Digital may elect to re-supply services instead of paying damages.

 

15. SUSPENSION & TERMINATION

15.1 JRNY Digital may suspend services immediately if:
• payment is late
• the Client refuses to cooperate
• access is withheld
• the relationship becomes abusive, unsafe or unprofessional
• compliance, legal or reputational risk arises

15.2 Either party may terminate for material breach if not remedied within 14 days.

15.3 Upon termination:
• all outstanding invoices become immediately due
• licences cease
• confidential information must be returned
• early termination fees apply (if within Contract Term)

 

16. CONFIDENTIALITY

Each party must keep all Confidential Information secret and secure, except where required by law.

 

17. DISPUTE RESOLUTION (QLD)

17.1 Steps:
(a) Written notice of dispute
(b) Good-faith negotiation for 14 days
(c) Mediation (optional)
(d) If unresolved → either party may litigate in Queensland courts only

17.2 Payment obligations are not suspended during disputes.

 

18. GOVERNING LAW

This Agreement is governed by the laws of Queensland and the Commonwealth of Australia.

The Parties irrevocably submit to the exclusive jurisdiction of the courts of Queensland.

 

19. DEFINITIONS

(Will generate a full definition section if you want — optional.)

 

20. ENTIRE AGREEMENT

This Agreement (including the Proposal) supersedes all previous agreements and forms the entire understanding between the Parties.