1.1 “LF” or “Light Forest” means Light Forest PTY LTD (ABN 17 637 371 870) which includes “LD”, “Lunar Digital”, “Lunar Digital Online” or “Seed Flare”, its successors and assigns, or any person acting on behalf of and with the authority of LF.
1.2 “Client” means the person/s buying the Service or Services as specified in any invoice, document, or order, and if there is more than one, Client is a reference to each Client jointly and severally.
1.3 “Service” means all Services or combination of Services and Works, supplied by Light Forest to the Client at the Client’s request from time to time (where the context so permits the terms Goods, Services, Materials and works shall be interchangeable with each other), and as specified by and agreed between the parties.
1.4 “Price” means the Price payable for the Service as agreed between Light Forest and the Client.
1.5 Words importing the singular shall include the plural and vice versa.
1.6 Words importing any gender include all genders.
1.7 Any reference to any person includes that person’s executors,
administrators, agents, assigns, or, being a company, its successors or
1.8 Words describing individuals include companies and bodies corporate and vice versa.
2.1 The Client is taken to have expressly accepted and is immediately bound, jointly and severally, by these terms and conditions if the Client accepts the Proposal provided contemporaneously with these Terms by making a payment to Light Forest.
2.2 These terms and conditions may only be amended with Light Forest’s consent in writing and shall prevail to the extent of any inconsistency with any other document or agreement between the Client and Light Forest.
2.3 In the event that:
(a) the Client requests a variation (requiring written details from the
(b) an unforeseeable problem occurs or is discovered, requiring a
(c) a variation is made;
Light Forest will give the Client a written variation document detailing the Service, the Price, the estimated time to undertake the variation, and the likely delay, if any, and require written acceptance of the variation before commencing work on the variation.
3. Price and Payment
3.1 Unless otherwise agreed by the Parties in writing, the Client accepts to subscribe to the Services for a period of 6 months. These amounts will be billed to the Client in advance on a monthly basis unless otherwise agreed.
3.2 All one-off services, such as training, will be billed in advance and require payment within 7 days of the date of the invoice unless otherwise agreed. Once payment is received, work will begin.
3.2.1 If payment is not received at least 24 hours before the intended
training date and time, Light Forest will not provide the Training Services.
3.2.2 Any work performed by Light Forest for the Client outside the scope of the Agreement and Proposal incurs a charge of $150.00 for a minimum of one (1) hour.
3.2.3. The client agrees to pay and acknowledges that any work outside the scope of the Agreement and Proposal in excess of one (1) hour is charged on an hourly basis at a rate of $150.00 per hour.
3.2.4. The client agrees to pay for fees occurring outside the scope of the Agreement and Proposal within 7 days of the date of the invoice, unless otherwise agreed.
3.3 Hosting services will be billed on an annual basis in advance, unless
3.4 At Light Forest’s sole discretion the Price shall be either:
(a) as indicated by the Proposal provided by Light Forest, valid for the period stated in the Proposal or otherwise for a period of thirty (30) days; or (b) on any invoice provided by Light Forest to the Client, payable within 7 days.
3.5 Light Forest reserves the right to change the Price if a variation to Light Forest’s Proposal is requested. Any variation from the plan of scheduled Services or specifications of the Service will be charged for on the basis of Light Forest’s Proposal and will be shown as variations on the invoice.
3.6 Time for payment for the Service being of the essence, the Price will be payable by the Client in advance, in full, upon completion of the Service or issuance of an invoice, as agreed. At Light Forest’s sole discretion, time for payment may alternatively be:
(a) 7 days from the date of any invoice provided;
(b) by way of installments/progress payments as agreed in writing
between the Parties to this agreement; or
(c) failing any notice to the contrary, the date which is seven (7) days
following the date of any invoice given to the Client by Light Forest.
3.7 Payment may be made by cash, cheque, bank cheque, electronic/online banking, credit card (plus a surcharge of up to three percent (3%) of the Price) or by any other method as agreed to between the Client and Light Forest.
3.8 Unless otherwise stated the Price does not include GST. In addition to the Price, the Client must pay to Light Forest an amount equal to any GST Light Forest must pay for any supply by Light Forest under this or any other agreement for the sale of the Service. The Client must pay GST, without deduction or set-off of any other amounts, at the same time and on the same basis as the Client pays the Price. In addition, the Client must pay any other taxes and duties that may be applicable in addition to the Price except where they are expressly included in the Price.
3.9 Light Forest and the Client agree that the terms of this Agreement will not be finalised until:
(a) the Client has paid Light Forest all amounts owing to Light Forest; and
(b) the Client has met all of its other obligations to Light Forest.
3.10 Receipt by Light Forest of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or recognised, and until then Light Forest’s rights and ownership in
relation to the Service, and this agreement, shall continue.
4. Social Media and/or Email Marketing & Management
4.1 For services related to Social Media Marketing, Email Marketing and Management, Light Forest agrees to promote and/or handle the Client’s social media marketing, including Facebook, Instagram, LinkedIn, Google My Business and Twitter, or provide marketing services and advertising by
Email, according to the terms of the Proposal and approved channels, not limited to the above.
4.2 The Client acknowledges and accepts that each Social Media platform and company has individual terms and conditions and each reserves the right to refuse or takedown an advertisement at any time in accordance with those terms and conditions. Light Forest will take all reasonable steps to advise the Client regarding these terms and how to structure advertisements accordingly, however, Light Forest makes no warranty or guarantee as to whether the advertisement will be accepted or not. In such circumstances where an advertisement is refused or removed, this does not negate Light Forest’s fees.
4.3 Light Forest makes no guarantees that Social Media Marketing or Management will lead to an increase in sales or business and the Client will not hold Light Forest liable for any damage or loss regarding this
4.4 The Client acknowledges that Light Forest reserves the sole right of refusal regarding content sent via email and may utilise its absolute discretion as to any content that may be viewed as inappropriate, illegal or otherwise in breach of this Agreement.
4.5 Social Media Management terms are fixed at 6 months, unless otherwise agreed, continuing thereafter on a monthly basis. Light Forest schedules Social media posts in advance using third-party software and requires 30 days written notice in order to terminate Social Media Management services. If services are terminated within the initial 6-month period, the remainder of the period will become due and payable upon termination.
4.6 Each Social Media platform may have individual invoices produced for the services they provide, separate from or as a result of Light Forest’s Services. The Client accepts that they are solely liable for these invoices and Light Forest accepts no responsibility towards the same. If these invoices remain unpaid, the services will likely cease. In such a circumstance, Light Forest’s fees will remain due and payable.
5. Digital Advertising
5.1 For services relating to Digital Advertising, Light Forest agrees to provide management services of Google Ads, Facebook, and/or other related pages including, but not limited to, LinkedIn, Instagram, Bing Ads for the purposes of Advertising the business.
5.2 The Client authorises Light Forest to create and/or have access to all relevant accounts for the purpose of undertaking these Services. Light Forest warrants that reasonable care and precautions will be undertaken with regard to conduct and privacy.
5.3 When creating Google Ads, Google Analytics, Google Search Console, Google My Business, Bing Webmaster Tools, or Bing Ads accounts, Light Forest will remain the owner of all data associated until the Client has paid Light Forest all amounts owing to Light Forest. Light Forest will provide administrative access and ownership rights to all accounts once the Client has met all its other obligations to Light Forest, including but not limited to, payment of all accounts. Until such time, only Light Forest will have direct access and ownership to such accounts and data.
5.4 The Client accepts that each company through which advertising is undertaken applies their own Terms and Conditions and the Client agrees to be bound by the same. Light Forest provides no warranty or guarantee as to the
content request by the Client being accepted by the hosting Company and Light Forest makes no warranty or guarantees that these services will definitively generate or increase business and/or earnings
5.5 Digital Advertising minimum terms are fixed at 6 months, unless otherwise agreed, continuing thereafter on a monthly basis. Light Forest requires 30 days’ written notice in order to terminate any Google Ads and Bing Ads services. Light Forest will build the Client’s digital advertising campaigns in advance and off-line. If services are terminated within the initial 6-month period, the remainder of the period will become due and payable upon termination.
5.5.1 The Client agrees to provide Light Forest with at least 96 hours notice for ad campaigns to be created
5.5.2 The Client agrees to pay Light Forest $150.00 if the Client desires the creation of ad campaigns before 96 hours of notice is given to Light Forest.
5.6 The Client agrees and acknowledges that Digital Advertising networks and providers including, but not limited to, Google, Microsoft, Facebook, Instagram, LinkedIn, TikTok, and Snapchat (collectively referred to as Providers) may from time to time exceed the Client’s agreed monthly budget or daily budget and that the client, is solely responsible for payment of Digital Advertising fees charged by the provider(s).
5.7 Light Forest makes no warranty that Digital Advertising will generate any increase in sales, business activity, profits or any other form of improvement for your business or any other purpose.
6. Website Design & Hosting
6.1 For services relating to Website Design & Hosting, Light Forest agrees to design and develop a website or landing page for the Client, in accordance with the Proposal, and/or to host the same for the Client. Where the Client’s website is hosted with another hosting company, Light Forest will at the Client’s request, transfer the Client’s website hosting to Light Forest’s servers for $180.00 + GST.
6.2 Such Services require a one-off payment by the Client in relation to the design, and/or an annual Hosting fee. The hosting fee and any related transfer fees are non-refundable. Light Forest will provide 7 days’ notice at the end of the period for the next annual payment to be applied.
6.3 Once engaged, Light Forest will provide the final drafts to the Client and will undertake any required changes on up to two (2) occasions. Any further revisions may incur additional fees at Light Forest’s sole discretion.
6.4 Once approved by the Client, any further changes or variations requested will be considered outside of the original Proposal and further fees will be applied.
6.5 Where approval deadlines apply, the Client agrees to adhere to these deadlines. Light Forest accepts no liability for loss or damage caused by the Client’s delay
6.6 Hosting fees must be paid prior to the commencement of the Services and, upon renewal, within 7 days of the relevant invoice being received. If the Client fails to comply with this clause, Light Forest reserves the right to suspend or cancel all hosting services.
6.7 Hosting services may be canceled by the Client at any time, however, the cancellation will not negate liability to any Fees that become due prior to or in the course of cancellation.
6.8 Where maintenance including backups, rollbacks, updates, or server replacements are required, the Client accepts that this may cause scheduled or unscheduled downtime for the website. For any scheduled maintenance, Light Forest will provide no less than 24 hours’ notice to the Client of the maintenance, and the cause for it. In circumstances where unexpected maintenance is required, Light Forest will take all reasonable steps to notify the Client as soon as possible, and to complete the work in a timely manner. Light Forest accepts no liability for losses or damages arising from any periods of suspension of hosting due to maintenance or required updates.
6.9. The Client acknowledges and agrees that website hosting and any Content uploaded, stored, published, and displayed on the website(s) are in compliance with this agreement and all applicable laws, including laws of the jurisdiction where the Service or Content is uploaded, hosted, stored, accessed or used. The Client shall implement any restrictions necessary in order to prohibit the use of the Services by any third party or in any jurisdiction, as required to comply with such laws.
6.10 Light Forest accepts no responsibility for any website hosting downtime including malware, denial of service (DOS), distributed denial of service (DDOS, or misuse of website hosting resources by the Client or their respective end-user(s).
6.11 The Client agrees and acknowledges that website hosting may at Light Forest’s discretion be provided by a trusted thirty party and the Client agrees to be bound by their respective terms and conditions which are available on request.
7. Search Engine Optimisation (SEO)
7.1 For services relating to SEO, Light Forest agrees to optimise the Client’s website according to the Proposal. The exact optimisation details and timelines will be outlined within the Proposal. Light Forest will use best practices to achieve the ranks and optimisations as proposed.
7.2 You expressly agree that entering or using Light Forest is at your own risk. No warranty, representation, condition, undertaking or term – express or implied, statutory or otherwise – including but not limited to the condition,
quality, durability, performance, accuracy, reliability, non-infringement,
merchantability, or fitness for a particular purpose or use of Light Forest is given or assumed by all such warranties, representations, conditions, undertakings and terms are hereby excluded.
7.3 Light Forest makes no warranty that Light Forest will meet your requirements or that Light Forest will be uninterrupted, timely, secure, or error-free; Light Forest makes no representations as to the suitability of the information available on or through Light Forest, including but not limited to user amended sites, for any purpose nor about its legitimacy, legality, validity, accuracy, correctness, reliability, quality, stability, completeness or currency.
7.4 Light Forest makes no warranty that a Search Engine Optimisation campaign will generate any increase in sales, business activity, profits or any other form of improvement for your business or any other purpose.
7.5 Light Forest makes no warranty that a Search Engine Optimisation campaign will lead to any clicks to your business or other information.
7.6 Light Forest makes no warranty that a Search Engine Optimisation campaign will lead to consistent exposure of your business or your keywords during your subscription period (including but not limited to, the position your advertisement is placed on a search result page or the frequency and time of day that your advertisement is displayed). All such information on the user-amended sites is provided by the users.
7.7 The information available on or through Light Forest user amended sites is not reviewed, controlled, or examined by Light Forest in any way before it appears on Light Forest.
7.8 Light Forest does not endorse, verify or otherwise certify the contents of any such information. Users are solely responsible for the contents of their websites and may be held legally liable or accountable for the contents of their websites (including without limitation in connection with infringement of intellectual property rights of any other party).
7.9 Light Forest does not warrant or guarantee: that any information available on or through Light Forest will be free of infection by viruses, worms, Trojan horses, or anything else manifesting contaminative or destructive properties; that the information available on or through Light Forest will not contain adult-oriented material or material which some individuals may deem objectionable; or that the functions or services performed by or through Light Forest will be uninterrupted or error-free, or that defects in Light Forest will be corrected. It is the sole responsibility of the user to isolate software and information, execute anti-contamination software, and otherwise take steps to ensure that software or information, if contaminated or infected, will not damage the user’s information or system.
7.10 SEO guarantees will not apply to new a domain, without an existing domain redirecting to the new domain
7.11 The Client accepts that optimisation does not guarantee an increase in business or sales and Light Forest accepts no liability for any loss or damage incurred as a result of the optimisation. SEO guarantees extend only to ensuring search results and key phrases and the Client accepts that, outside of the optimisation, there are many factors outside of Light Forest’s control, that may affect the SEO performance, including website content, website management systems, toxic links to the website, penalties imposed directly by Google or poor server status.
7.12 The Client also acknowledges that Google frequently updates the search algorithm, which may have varying effects on Light Forest’s SEO and the Client’s website rankings. For the duration of the agreement, Light Forest will do all reasonable things to rectify or amend the SEO to align with Google’s new or updated requirements, however, makes no guarantees during times of change. In all such circumstances, Light Forest will continue to inform and update the Client regarding the changes.
7.13 If the Client’s website receives a penalty from Google, either automatically or manually, it may be necessary for the Client to change domains in order to release this penalty. If Light Forest provides this advice and the Client chooses
not to accept it, the Client accepts responsibility for any loss in website traffic including clicks, impressions, click-through rate, and search engine rank positions.
7.14 SEO minimum terms are fixed at 12 months, unless otherwise agreed, continuing thereafter on a monthly basis.
Light Forest requires 30 days’ written notice in order to terminate SEO services. If services are terminated within
the initial 12-month period, the remainder of the period will become due and payable upon termination.
8. Social Media Training
8.1 For services relating to Social Media Training, Light Forest agrees to provide 1 on 1 training sessions.
8.2 Client acknowledges and agrees that payment for a training session entitles the Client to up to four hours of training. Additional training will require further training, to be charged at an hourly rate or as otherwise agreed by the parties.
8.3 Client acknowledges and agrees that Social Media training sessions will not commence until the Client has made satisfactory payment to Light Forest in accordance with clause 3.2.
8.4 Client acknowledge and agrees that any information, articles, tutorials, guidelines, or technical support advice may be provided by Light Forest only for the Client’s convenience and do not constitute official statements
8.5 Light Forest makes no warranty that Social Media Training will generate any increase in sales, business activity, profits, or any other form of improvement for your business or any other purpose.
8.6 Any advice, recommendation, information, assistance, or service provided by Light Forest in relation to Social Media Training is given in good faith, is based on Light Forest’s own knowledge and experience, and shall be accepted without
liability on the part of Light Forest and it shall be the responsibility of the Client to confirm the accuracy and reliability of the same in light of the use to which the Client makes or intends to make of the Service.
8.7 Where Light Forest gives advice or recommendations to the Client or their agent, regarding the suitability of Social Media Training, and such advice or recommendations are not acted upon by the Client, Light Forest shall not be liable in any way whatsoever for any damages or losses that occur.
9. Compliance with Laws and Limitation Liability
9.1 The Client and Light Forest shall comply with the provisions of all statutes, regulations and bylaws of government, local and other public authorities that may be applicable, including any work health and safety (WHS) laws
relating to the relevant industry and any other relevant safety standards or legislation.
9.2 Other than expressly required by law, Light Forest excludes all representations, warranties or terms, either express or implied, other than those expressly provided for within this Agreement, the Proposal, or any Invoice. Light Forest excludes all liability with regards to loss of data, interruption of business, or any consequential or incidental damage or loss.
10. Intellectual Property
10.1 Where Light Forest has developed code software, or proprietary script, designed, drawn, written plans or a schedule or developed a Service for the Client, or created any products for the Client, then the copyright in any designs,
drawings, plans, schedules, products, and documents shall remain vested in Light Forest, and shall only be used by the Client at Light Forest’s discretion until all relevant invoices have been paid by the Client.
10.2 Upon payment of invoices, any designs, websites, all intellectual property, and copyright or anything else as referred to in Clause 10.1 will transfer wholly to the Client.
10.3 Where such designs or other content have been provided by the Client to Light Forest, the Client warrants that they own the intellectual property and have the right to distribute the same, that the content does not infringe any other parties’ intellectual property rights, that the content is not unlawful, fraudulent or in any other way violates applicable laws and regulations, including those of defamation, and that it does not contain any malicious software or other programs that may cause harm to software or hardware of others.
10.4 The Client warrants that all designs, specifications, or instructions given to Light Forest will not cause Light Forest to infringe any patent, registered design, or trademark in the execution of the Client’s order, and the Client agrees to indemnify Light Forest against any action taken by a third party against Light Forest in respect of any such infringement.
10.5 The Client agrees that Light Forest may (at no cost) use for the purposes of marketing or entry into any competition, any documents, designs, drawings, or Service which Light Forest has created for the Client.
10.6 Light Forest reserves its sole and absolute right to decline content that it views as inappropriate or in any way in breach of this agreement.
11. Confidential Information
11.1 The Parties hereby irrevocably covenant to:
(a) Not use any confidential information for any purpose unless expressly permitted by this agreement or required by law;
(b) Not disclose any Confidential Information to any person or party not a party to this Agreement, other than as strictly necessary by law or with express written permission of the other party; and
11.2 A party may disclose Confidential Information to employees, advisors, or subcontractors engaged specifically for the purpose of this Agreement, to the extent necessary for them to know the purpose of the Agreement. Any such parties must also agree to be bound by the terms of confidentiality of
12. Default and Consequences of Default
12.1 Where an invoice has remained unpaid for 14 business days, a reminder
will be sent to the Client, in writing, and an administration fee of $250.00
(inclusive of GST) will be charged to the Client; If the invoice remains unpaid after the reminder has been provided,
solicitors or collection agents will be engaged, and the Client agrees to indemnify Light Forest for any and all reasonable collection costs (in accordance with clause 12.3).
12.2 Interest on overdue invoices shall accrue daily from the date that payment was due, until the date of payment, at a rate of five percent (5%) per annum pro rata, after as well as before any judgment.
12.3 If the Client owes Light Forest any money the Client shall indemnify Light Forest from and against all costs and disbursements incurred by Light Forest in recovering the debt (including but not limited to collection fees, legal costs on a solicitor and own client basis, Light Forest’s contract default fee, Court or any other institution filing fees and bank dishonour fees)
12.4 Without prejudice to any other remedies Light Forest may have if at any time the Client is in breach of any obligation (including those relating to payment) under these terms and conditions Light Forest may suspend or terminate the supply of Service to the Client. Light Forest will not be liable to the Client for any loss or damage the Client suffers because Light Forest has exercised its rights under this clause.
12.5 Without prejudice to Light Forest’s other remedies at law Light Forest shall be entitled to cancel all or any part of any order of the Client which remains unfulfilled and all amounts owing to Light Forest shall, whether or not due for payment, become immediately payable if:
(a) any money payable to Light Forest becomes overdue, or in Light Forest’s opinion the Client will be unable to make a payment when it falls due;
(b) the Client becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or
(c) a receiver, manager, liquidator (provisional or otherwise), or similar person is appointed in respect of the Client or any asset of the Client.
(d) the Client suffers a lack of capacity through mental illness such that they are unable to fulfill their obligations pursuant to this agreement.
(e) the Client engages another consultant, individual, or business that provides similar services to the Client without Light Forest’s express permission.
12.6 This Clause shall continue in force and effect and be enforceable against the Client, and their successor(s), assignee(s), legal personal representatives notwithstanding their death, insolvency, termination of this Agreement or
any other event.
13.1 Light Forest may terminate any contract to which these terms and conditions apply or cancel the Service at any time before the Service is provided or delivered by giving notice to the Client. On giving such notice Light Forest shall invoice the
Client for any work completed up to that point and any materials purchased. Light Forest shall not be liable for any loss or damage whatsoever arising from such termination.
13.2 The Client may terminate any agreement or Service by providing 30 days written notice to Light Forest. However, each subscription Service has an initial period of at least 6 months unless otherwise agreed in a proposal or in writing, converting to a monthly basis thereafter. If termination occurs
during this initial period, the remainder of the period is still payable and will become due immediately after termination.
14.1 The failure by Light Forest to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect Light Forest’s right to subsequently enforce that provision. If any provision of these terms and conditions shall be invalid, void, illegal, or unenforceable the validity, existence, legality, and enforceability of the remaining provisions shall not be affected, prejudiced, or impaired.
14.2 These terms and conditions and any contract to which they apply shall be governed by the laws of Victoria, the state in which Light Forest has its principal place of business and are subject to the jurisdiction of the courts in that state.
14.3 Except as otherwise provided for in these terms and conditions, Light Forest shall be under no liability whatsoever to the Client for any indirect and or consequential loss and/or expense (including loss of profit) suffered by the Client arising out of a breach by Light Forest of these terms and conditions
(alternatively, Light Forest liability shall be limited to damages which under no circumstances shall exceed the Price).
14.4 The Client shall not be entitled to set off against, or deduct from the Price, any sums owed or claimed to be owed to the Client by Light Forest nor to withhold payment of any invoice because part of that invoice is in dispute.
14.5 Light Forest may license or sub-contract all or any part of its rights and obligations without the Client’s consent. Light Forest will endeavor to notify the Client of such license or sub-contracting; however, it is not obliged to do so.
14.6 Light Forest will not be liable for any loss or damage to any person or property caused by a third party who has been licensed or sub-contracted by them unless such person is wholly a part of Light Forest’s business.
14.7 Light Forest makes no assertion to, nor will they be liable for any claims regarding the quality of work provided by any licensed or sub-contracted party, unless such person is wholly a part of Light Forest’s business.
14.8 The Client agrees that Light Forest may amend these terms and conditions at any time. If Light Forest makes a change to these terms and conditions, then that change will take effect from the date on which Light Forest notifies the Client of such change. The Client will be taken to have accepted such changes if the Client makes a further request for Light Forest to provide Services to the Client.
14.9 Neither party shall be liable for any delay or default due to any act of God, war, terrorism, strike, lock-out, lock-down, industrial action, fire, flood, storm, or another event beyond the reasonable control of either party.
14.10 The Client warrants that it has the power to enter into this agreement and has obtained all necessary authorisations to allow it to do so, it is not insolvent, and that this agreement creates binding and valid legal obligations on it.
15.1 If any provision of these Conditions are not enforceable in accordance with its terms, other provisions which are self-sustaining are, and continue to be, enforceable in accordance with their terms.
15.2 If any part of these Conditions is invalid or unenforceable, that part is deleted, and the remainder of the Conditions remains effective.
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