Service Agreement

Last updated 10 August 2026

Digital Marketing Group Pty Ltd (ABN 65 623 168 767), trading as Dental Rank and Medical Marketing Australia

1. About this Agreement

1.1 In this Agreement, Digital Marketing Group Pty Ltd is referred to as the Contractor and the party engaging the Contractor is referred to as the Client.

1.2 This Agreement sets out the framework under which the Contractor performs work for the Client. It applies each time the Client requests Services.

1.3 This Agreement does not describe any particular service, deliverable, package or price. Those are set out in the Proposal accepted by the Client.

1.4 Order of precedence. Where this Agreement and a Proposal conflict, the Proposal prevails to the extent of the inconsistency, for that engagement only.

1.5 The Client should read this Agreement before engaging the Services.

Definitions

Term	Meaning
Additional Costs	Costs beyond the Fees, charged in accordance with clause 6
Client Content	Materials, information, text, images and access supplied by the Client
Deliverables	Work products created by the Contractor specifically for the Client under a Proposal
Fees	The amounts payable for the Services, as set out in the Proposal
Proposal	The written proposal, quote or statement of work describing the Services, deliverables, fees and any term
Services	The services described in the Proposal
Professional Hourly Rate	The Contractor's prevailing hourly rate, available on request

2. Engagement

2.1 The Client may engage the Contractor by any of the following:

signing and returning a Proposal or quote, electronically or physically;
providing an authorised purchase order;
signing and returning this Agreement;
written confirmation by email, letter or message service; or
verbal confirmation by phone, video call or in person.

2.2 The Contractor accepts the engagement subject to this Agreement unless it notifies the Client otherwise. Services commence in line with the Proposal or on acceptance of the engagement.

2.3 Proposals. A Proposal:

covers only the inclusions it specifies;
excludes GST;
excludes any cost, fee or expense not listed in it; and
is valid for 30 days from issue unless the Contractor agrees otherwise in writing.

3. Services

3.1 The Contractor will perform the Services described in the Proposal with due care and skill, and within a reasonable time.

3.2 The Client acknowledges that electronic services may be subject to interruption or breakdown, and that no service can be guaranteed to be uninterrupted or error free.

3.3 Where a disruption is caused by the Contractor's negligence or wilful act or omission, the Contractor will not charge the Client for Services not delivered during that disruption.

3.4 The Contractor does not guarantee any particular search ranking, advertising result, lead volume or commercial outcome. Search engines and advertising platforms are controlled by third parties.

Project delivery

3.5 Where the Proposal specifies a project, the Contractor will issue an indicative schedule at kickoff and report progress against it at agreed intervals.

3.6 Timeframes assume the Client provides Client Content, feedback and approvals within agreed timeframes. Delays caused by the Client extend the schedule accordingly.

3.7 Where a delay is caused by the Contractor, the Contractor will make up the time at no additional cost to the Client, and will notify the Client promptly of the revised schedule.

3.8 Defects period. For 30 days after a website goes live, or such other period as the Proposal specifies, the Contractor will correct at no charge any defect in the Deliverables, including migration, redirect, tracking, responsive display and broken link issues.

3.9 The defects period does not cover new features, content or design changes, third party platform changes, or issues caused by changes made by the Client or another supplier. Those are Variations under clause 6.

Hours and location

3.10 Services are performed between 9:00am and 5:00pm Sydney time, Monday to Friday, excluding Australian public holidays.

3.11 The Contractor observes a two week closure over the December and January holiday period. The Contractor will give the Client at least two weeks' notice of the closure dates.

3.12 The Contractor's personnel are located in Australia and overseas. All personnel work to Sydney business hours and the Australian calendar.

3.13 The Contractor may engage subcontractors to perform part of the Services and remains responsible for their performance under this Agreement.

Credentials and access

3.14 The Contractor manages Client credentials in an encrypted password management system. Credentials are not visible in plain text to personnel where the system supports this.

3.15 The Contractor can revoke personnel access to Client systems centrally, and will do so promptly on termination or on the Client's written request.

4. Client responsibilities

4.1 The Client must supply all required Client Content in the following formats unless agreed otherwise in writing:

text and copy: Microsoft Word or rich text;
tables: Microsoft Excel;
images: high resolution JPEG or PNG;
logos: vector format;
diagrams and maps: vector format or JPEG;
access to the current website, database and hosting control panel where required; and
brand style guidelines where these exist.

4.2 The Client warrants that Client Content does not infringe third party rights and does not compromise security.

4.3 Where Client Content is not supplied in the required format or within agreed timeframes, the Contractor may charge Additional Costs in accordance with clause 6.

4.4 The Client is responsible for maintaining security of its own hosting, domain, DNS and third party accounts, including removing access for former users and suppliers.

Hosting

4.5 The Contractor does not provide website hosting. Websites are hosted on the Client's own hosting account, in the Client's name.

4.6 The Client is responsible for hosting fees, uptime, server level backups, SSL renewal and DNS. The Contractor will configure and verify these at launch where it has access.

4.7 Where the Proposal includes ongoing website management, the Contractor maintains website software, plugins and security updates within the Client's hosting environment. Uptime and server level backups remain the responsibility of the Client's hosting provider.

Third party materials

4.8 Unless the Proposal says otherwise, Fees do not include the purchase of stock images, commercial fonts, photography, audio or video.

4.9 The Client may supply these, or the Contractor may purchase them on the Client's behalf. Where the Contractor purchases them, it will assign or sublicense the item to the Client where the applicable licence permits. Where a licence cannot be transferred, the Contractor will tell the Client before purchase.

4.10 Costs for commercial fonts, photography, audio or video will be provided for approval by Variation Notice before being incurred.

5. Approvals

5.1 The Client's timely approval is required for items including a service brief, keyword recommendations, reports, ad copy, targeting, creative, design concepts, tracking implementation, website or landing page development, completed designs and Variation Notices.

5.2 On receipt of an item for approval, the Client must confirm acceptance or rejection in writing.

5.3 If the Client does not respond within 5 business days, the item is treated as approved and the Services progress to the next stage. This applies only where the Contractor has clearly identified the item as requiring approval and stated the response date.

5.4 Approval means the item is complete without further amendment.

6. Variations and Additional Costs

6.1 Any change to the scope in a Proposal is a Variation.

6.2 The Contractor will issue a Variation Notice setting out the change and any associated cost. The Contractor will not proceed with a Variation, and will not charge for it, without the Client's written approval.

6.3 Where a Variation materially affects the schedule, the Contractor may pause the affected part of the Services until the Variation Notice is approved or withdrawn. The Contractor will continue any unaffected Services.

6.4 Examples of matters that may give rise to a Variation or Additional Costs:

Client Content not supplied in the required format;
additional design concepts or alterations beyond the rounds specified in the Proposal;
changes requested after final approval has been given;
additional pages, workshops, meetings or travel;
delays in approval, Client Content or feedback that require the Contractor to reschedule; and
third party services requested by the Client.

6.5 Additional Costs are charged at the Professional Hourly Rate unless quoted otherwise, and are invoiced separately.

6.6 Where the Services include search engine optimisation, changes to an approved keyword list may be made by agreement in writing. The Contractor may issue a Variation Notice where a change requires material rework.

7. Fees and payment

7.1 Fees are as set out in the Proposal. Where Fees are not specified, work is charged at the Professional Hourly Rate.

7.2 The Contractor may change the Professional Hourly Rate on 30 days' written notice. A change does not affect work already quoted in an accepted Proposal.

7.3 Payment schedule. Recurring Fees are payable monthly in advance by direct debit, on the date specified in the Proposal. Project Fees are payable at the milestones specified in the Proposal.

7.4 Advertising spend is paid by the Client directly to the relevant advertising platform and is not included in the Fees.

7.5 Where the Services include advertising campaigns, the Contractor may reallocate approved advertising budget between approved platforms and strategies to improve results, and will report any reallocation in the monthly report.

7.6 Payment must be received by the 7th of the month for a monthly campaign to continue uninterrupted in that month.

7.7 The Contractor may pause the Services if payment remains outstanding 30 days after the invoice date, after giving the Client at least 7 days' written notice.

7.8 Interest on overdue amounts may be charged at 10% per annum, calculated daily from the due date.

7.9 Reasonable debt recovery costs actually incurred by the Contractor may be passed on to the Client.

7.10 Fees paid for Services already delivered are not refundable. Where the Client has paid in advance for Services not yet delivered, the Contractor will refund or credit the unused amount at the Client's election.

7.11 Disbursements such as advertising spend, plugin and theme licences, and consumables are not included in the Fees and are charged as Additional Costs.

8. Term and termination

8.1 This Agreement commences on the date of engagement and continues on a monthly basis until terminated under this clause. No minimum term applies unless a term is specified in the Proposal.

8.2 Termination for convenience. Either party may terminate by written notice. Termination takes effect at the end of the next full billing cycle following the date the notice is received.

8.3 The Contractor will continue to provide the Services throughout the notice period, and Fees remain payable to the effective date.

Example. If the billing date is the 1st and notice is given on 5 March, the Agreement ends on 30 April. The Client is invoiced on 1 April for that final month and the Contractor works through it.

8.4 Termination for cause. Either party may terminate immediately by written notice if the other party:

materially breaches this Agreement and fails to remedy the breach within 14 days of written notice describing it; or
becomes insolvent, enters administration or has a receiver appointed.

8.5 Where a project has a fixed scope and milestone payments, termination does not affect Fees for milestones already reached or work already performed.

8.6 Termination does not affect rights or obligations accrued before the effective date.

8.7 On termination, the Contractor will:

deliver any Deliverables paid for in full;
remove its personnel's access to Client systems;
transfer or return Client Content and account access; and
provide reasonable assistance with transition at the Professional Hourly Rate.

9. Intellectual property and ownership

What the Client owns

9.1 The Client owns what the Contractor makes for it. On payment in full for the relevant Services, all intellectual property rights in the Deliverables transfer to the Client. This includes website files and database, written content, designs, custom design assets, and brand and style documentation.

9.2 The Client may use, modify, transfer or resell the Deliverables without restriction, without further payment, and without the Contractor's permission. Nothing is licensed back, rented, or subject to an ongoing fee.

9.3 No lock-in. The Contractor does not hold the Client's website, accounts, domain or data as security for payment or for any other purpose.

9.4 Source files. Source and editable files forming part of the Deliverables are provided at handover following payment in full.

9.5 Before payment in full, the Client holds a limited licence to use the Deliverables for review and approval purposes only.

Accounts and platforms

9.6 The following remain the property of the Client at all times: Google Business Profile, Google Analytics, Google Search Console, Google Tag Manager, Google Ads, Meta business and advertising accounts, domain names, hosting accounts, and any CRM or booking system held in the Client's name.

9.7 The Contractor operates on delegated access only. Where an account does not exist, the Contractor will create it with the Client as owner and add itself as a user.

9.8 On termination, or on the Client's written request, the Contractor will remove its access and confirm in writing that it has done so. This clause applies whether or not the Client continues to engage the Contractor.

What does not transfer

9.9 The Contractor retains its own generic tools, templates, frameworks, code libraries, methodologies and know-how used across all of its clients.

9.10 Where any of those are embedded in a Deliverable, the Client receives a perpetual, worldwide, transferable licence to keep using them as part of that Deliverable. This does not restrict the Client's use of the Deliverables in any way.

9.11 Third party materials. Stock images, commercial fonts, plugins and themes are supplied under their owners' licence terms and are subject to clause 4.9. The Contractor cannot transfer a licence it does not itself own.

Other

9.12 The Client grants the Contractor a licence to use Client Content to the extent necessary to perform the Services.

9.13 The Contractor may reference the Client's name and display work produced under this Agreement in its portfolio and marketing, unless the Client asks it not to in writing.

10. Confidentiality

10.1 Each party must keep confidential the other party's confidential information, and must not use or disclose it except as permitted by this Agreement or required by law.

10.2 This obligation extends to confidential information obtained before entering into this Agreement, and to the terms of any Proposal or pricing.

10.3 Where disclosure is required by law, the disclosing party must give reasonable notice where lawful to do so, consult on the form of disclosure, and disclose only the minimum required.

10.4 Each party must take reasonable steps to safeguard the other's confidential information.

11. Privacy and data

11.1 Each party must comply with the Privacy Act 1988 (Cth) and the Australian Privacy Principles in connection with this Agreement.

11.2 Where the Contractor handles personal information on the Client's behalf, it does so on the Client's instructions and only as necessary to perform the Services.

11.3 The Client remains responsible for its own privacy policy, collection notices and consents, including any consent required to use patient images, case studies or testimonials.

11.4 Overseas disclosure. The Client acknowledges that the Contractor's personnel and subcontractors include people located outside Australia, including in the Philippines, and that personal information may be accessed from those locations in the course of performing the Services. The Contractor takes reasonable steps to ensure those personnel handle personal information consistently with the Australian Privacy Principles.

11.5 The Contractor will notify the Client without undue delay on becoming aware of any unauthorised access to or disclosure of Client personal information, and will cooperate with the Client in responding, including in relation to the Notifiable Data Breaches scheme.

12. Regulatory and advertising compliance

12.1 Where the Client is a registered health practitioner or provides regulated health services, advertising is subject to the National Law, the Ahpra advertising guidelines and, where applicable, the Therapeutic Goods Act.

12.2 The Contractor will use reasonable care to prepare materials consistent with those requirements, and will identify and raise compliance risks it becomes aware of.

12.3 The Client retains final responsibility for ensuring all advertising, website copy, treatment claims, before and after images and testimonials comply with applicable laws and professional obligations. The Client must review and approve materials before publication. Regulatory responsibility rests with the Client and cannot be transferred to the Contractor.

12.4 The Client warrants that any patient image, case study or testimonial it supplies has been obtained with informed consent that permits the intended use.

13. Warranties and liability

13.1 Nothing in this Agreement excludes, restricts or modifies any right or remedy under the Australian Consumer Law or other legislation that cannot lawfully be excluded.

13.2 To the extent permitted by law, and other than as expressly stated, the Contractor excludes all warranties in relation to the Services.

13.3 Where liability can lawfully be limited, the Contractor's liability for a failure to comply with a consumer guarantee is limited, at its election, to resupplying the Services or paying the cost of having them resupplied.

13.4 To the extent permitted by law, the Contractor's total aggregate liability under this Agreement is limited to the Fees paid by the Client in the 12 months before the event giving rise to the liability.

13.5 Neither party is liable for indirect or consequential loss, or for loss of profit, revenue, goodwill or data, except where that loss arises from a breach of confidentiality or a wilful or fraudulent act.

13.6 The Contractor is not liable for matters outside its reasonable control, including:

advertising platform decisions, including ad disapprovals, account suspensions and policy changes, other than where caused by the Contractor's negligence;
failures of third party connections, integrations or automation tools;
claims arising from advertising content the Client approved; or
compromise of Client systems, hosting or accounts arising from access or security controls the Client is responsible for.

14. Indemnity

14.1 The Client indemnifies the Contractor against loss the Contractor suffers arising from:

Client Content infringing a third party's intellectual property rights;
a breach by the Client of clause 12; or
a wilful or fraudulent act by the Client.

14.2 This indemnity is reduced to the extent the loss is caused or contributed to by the Contractor's own negligence, breach or wilful act.

15. Force majeure

15.1 Neither party is liable for failure or delay in performing an obligation, other than an obligation to pay money already due, caused by an event beyond its reasonable control.

15.2 The affected party must notify the other promptly and use reasonable efforts to mitigate.

15.3 If the event continues for more than 30 days, either party may terminate on written notice without further liability, other than for amounts already accrued.

16. Records and archiving

16.1 The Contractor makes reasonable efforts to retain electronic files produced for the Client but does not guarantee indefinite retention or retrieval.

16.2 On completion of a website project, and following payment in full, the Contractor will provide the Client with a complete export of the website files and database.

16.3 Ongoing archiving and backup is the Client's responsibility unless the Proposal says otherwise.

17. Dispute resolution

17.1 A party must not commence proceedings in relation to a dispute under this Agreement, other than for urgent interlocutory relief, until it has complied with this clause.

17.2 The party must give written notice describing the dispute. The parties must then attempt to resolve it in good faith within 14 days.

17.3 If unresolved, the parties must refer the dispute to mediation administered by the Australian Disputes Centre before commencing proceedings.

17.4 Each party bears its own costs and the parties share the mediator's costs equally.

18. General

18.1 Governing law. This Agreement is governed by the laws of New South Wales. The parties submit to the non-exclusive jurisdiction of the courts of New South Wales.

18.2 Amendment. The Contractor may update this Agreement from time to time. An updated version applies to engagements entered into after the date it is published. It does not change an engagement already underway unless the Client agrees in writing.

18.3 Notices must be in writing and may be given by email to the address each party last notified.

18.4 Assignment. Neither party may assign this Agreement without the other's written consent, which must not be unreasonably withheld. The Contractor may assign to a related body corporate on notice.

18.5 Relationship. The Contractor is an independent contractor. Nothing in this Agreement creates a partnership, joint venture or employment relationship.

18.6 Entire agreement. This Agreement and the Proposal record the entire agreement between the parties on their subject matter.

18.7 Severability. If a provision is unenforceable, it is severed and the rest of the Agreement continues in force.

18.8 Survival. Clauses 9, 10, 11, 13, 14, 17 and 18 survive termination.

Digital Marketing Group Pty Ltd | ABN 65 623 168 767 Suite 2 / 24 Birdwood Ln, Lane Cove NSW 2066 info@dentalrank.com.au | +61 2 8000 1446

Trading as Dental Rank and Medical Marketing Australia.