Terms and Conditions

These terms apply to the services provided by Forge HQ Pty Ltd to you. Please read them before you engage us. If there is anything here you do not agree with, raise it with us before you pay us, not after.

1. Who these terms are between

In these terms, we, us and Forge mean Forge HQ Pty Ltd, ABN 50 699 647 777, of Victoria, Australia. You and your mean the business that engages us.

These terms are made available to you at checkout, before you pay us anything. You accept them by ticking the box at checkout and completing your payment. If you have not gone through checkout but you pay an invoice we issue, or you let us begin work knowing these terms apply, that also counts as acceptance.

There is nothing for you to sign. We keep a record of when you accepted, and which version of these terms applied on that day, and we will give you a copy on request. You agree that ticking the box and paying at checkout is your acceptance, with the same effect as signing.

2. What forms our arrangement

Our arrangement with you is made up of:

• these terms;
• your Order Confirmation, which means the service fee and the billing frequency shown to you on the checkout page at the time you accepted these terms, together with the invoice or receipt we issue for each payment; and
• our Privacy Policy.

We also rely on your Onboarding Details. These are the answers you give us in our onboarding form and during onboarding, and they record your service area, the work you accept, your advertising budget, your average job value, the licences you hold and the email address we send notices to.

You can ask us for a copy of your Onboarding Details at any time and we will send them to you. You can change them by telling us in writing, and the changed version applies from the day we confirm we have received it.

Your Order Confirmation sets your fee and your billing dates, and on those matters the Order Confirmation applies. Your Onboarding Details set your service area, your advertising budget and your average job value, and on those matters your Onboarding Details apply, as most recently updated. On everything else, these terms apply.

3. The service

We provide one service. It is not split into separate versions and there is no reduced version of it. Unless we have agreed something different with you in writing, the service includes:

• missed call text back on your business line;
• an automated reply to every new enquiry within 60 seconds of it reaching the system, subject to clause 3.3;
• a dedicated business phone line on your account;
• a pipeline showing every live enquiry;
• Facebook and Instagram advertising campaigns, built, run and optimised by us;
• a lead form feeding into the same follow up system;
• where we agree to build one for you, a website or landing page connected to the same follow up system;
• automatic Google review requests when a job is marked complete; and
• reporting on advertising performance every 4 weeks.

3.1 The order we deliver in

We put the follow up system in first and switch your advertising on afterwards, usually a week or two later, once enquiries are landing and being answered properly. This is a delivery order, not a division of the service into separate products. You are engaged for the whole service from the start.

3.2 Changes to the service

We may improve or change how parts of the service work, including the tools we use to deliver it, provided the change does not materially reduce what you receive.

Where a change affects how you work day to day, we will tell you at least 14 days before it takes effect. If a change materially reduces what you receive and you do not accept it, you may end the arrangement under clause 16.

3.3 Response times and platform availability

The response times in clause 3 depend on the phone carriers, messaging platforms and advertising platforms we rely on being available. Where one of those is down, delayed or has restricted our access, replies may be slower or may not send until service is restored. We monitor for this and will tell you if it affects you for more than a few hours.

This does not reduce our obligation to supply the service with due care and skill.

3.4 Websites and landing pages

Where we build or host a website, landing page, funnel or lead form for you, it forms part of the service and is hosted on our platform. It is included in your service fee while we work together, and there is no separate charge for it. It is not sold to you and is not available to buy. Clause 10 sets out who owns it and clause 9 sets out what happens to it when our arrangement ends.

4. What we need from you

The service depends on things only you can provide. You agree to:

• give us the access we need to your Meta Business account, your Google Business Profile and any phone number we are asked to work with;
• give us access to your domain name settings where we build or host a website or landing page for you, so we can point your domain to it;
• keep an active advertising account with your own payment method on it;
• respond to enquiries that reach you through the system, and keep working the pipeline;
• tell us promptly if your service area, your services, your availability or your contact details change, so that your Onboarding Details stay accurate;
• give us accurate information about your business, including any licences you hold and your average job value; and
• comply with the law that applies to your trade, including licensing, work health and safety, and any consumer law obligations to your own customers.

Where a shortfall in results is caused by one of the above not being met, we are not responsible for that shortfall, and the guarantee in clause 6 does not apply to the extent it was caused by it.

5. Advertising spend

Your advertising spend is yours and it never runs through us. Your own payment card sits on your own advertising account, and the money is charged by and paid directly to Meta. We manage how that budget is spent. We do not fund it, hold it, invoice it or take a percentage of it.

If we ever agree in writing to hold or pass on advertising spend on your behalf, that amount is shown separately from our fees and we take no percentage of it.

Our fees are separate from your advertising spend, and they are for our work only.

Advertising platforms are outside our control. We are not responsible for decisions made by Meta or Google, including changes to their policies, pricing, delivery or algorithms, or the suspension, restriction or closure of your account by them. We will help you deal with those situations, but we cannot guarantee an outcome and they do not amount to a breach of these terms by us.

6. The guarantee

We guarantee that the Revenue from jobs booked through Leads generated by the service, within 90 days of your advertising going live, will be at least equal to the service fees you have paid us in that time. If it is not, we stop charging our service fee and keep working, at no charge, until it is.

6.1 When the 90 days starts

The 90 day period starts on the day your advertising campaigns first go live, not on the day you accept these terms, and not on the day work begins.

The guarantee applies once, to that first 90 day period. It does not restart when campaigns are changed, rebuilt or relaunched.

6.2 What counts as a Lead

A Lead means a contactable enquiry from a member of the public in your service area, generated through the service, where the person has provided at least a contact phone number or email address. This includes lead form submissions, calls and texts to your dedicated line that arrive in response to a campaign we run. It also includes enquiries submitted through a website, landing page or lead form we have built or manage for you. We record where each Lead came from in your pipeline, so you can see which arrived through advertising and which through your website.

The following do not count as a Lead:

• a duplicate enquiry from the same person within the 90 day period;
• an enquiry that is clearly spam, a test, a robocall, or a sales approach to your business;
• an enquiry from outside your agreed service area; and
• an enquiry for work you have told us you do not do.

6.3 What counts as Revenue

Revenue means the amount you invoice or otherwise charge your own customers for jobs arising from a Lead, based on the figures you provide us under clause 6.4. It is revenue, not profit. It is not reduced by your costs, wages, materials, subcontractors or overheads, and we do not ask to see your margins.

A job counts towards the guarantee if it arises from a Lead delivered during the 90 day period, even if the job itself is quoted, completed or invoiced after that period ends, provided it is completed and invoiced within a further 60 days. A job completed later than that does not count.

6.4 Reporting

You agree to tell us, honestly and within a reasonable time, when a Lead turns into a booked job and what it is worth, so we can track progress against the guarantee.

If you do not provide this information within 14 days of our written request, we may assess the guarantee using the Leads we delivered and the average job value you gave us in your Onboarding Details. We will tell you in writing what figure we have used. You then have 14 days to correct it using your own records, and if you do, your figure applies.

6.5 What the guarantee requires of you

The guarantee applies provided that, during the 90 day period, you keep your advertising running without pausing it, you maintain the advertising budget recorded in your Onboarding Details, you do not materially change your service area or the work you accept, you keep responding to the enquiries the system delivers, and you report on booked jobs in line with clause 6.4.

If your advertising is paused or unfunded, the 90 day clock pauses with it and resumes when advertising restarts.

The guarantee ends if you give notice to end our arrangement, or if a payment stays overdue after we have asked for it, except where you end the arrangement because we have failed to meet a consumer guarantee under clause 13, or under clause 3.2, 6.7 or 16.

6.6 What the guarantee is, and what it is not

The guarantee is a commitment to keep working at our own cost until the Revenue has matched the service fees you have paid us. It is not a refund, and it is not a payment to you. See clause 8.

The guarantee is on Revenue reaching that figure. It is not a guarantee of profit, and it does not promise any particular margin on the jobs you complete. Whether a Lead becomes a booked job at all still depends on your quoting, your pricing, your availability and how you deal with the customer, which are yours to control and not ours.

While we are working under the guarantee we do not charge our service fee. You continue to fund your own advertising spend during that period, on the same basis as clause 5. We remove our fee. We do not cover your advertising budget.

6.7 If the guarantee runs long

If, six months after we begin working under this guarantee, the Revenue has still not matched the service fees you have paid us, either of us may end the arrangement on 14 days written notice. We do not charge our service fee for any part of that period.

6.8 Your rights are not limited by this guarantee

This guarantee is something we offer in addition to your rights under the Australian Consumer Law. It does not replace them, reduce them or put conditions on them. See clause 13.

7. Fees, GST and payment

Our fees are the amounts set out in your Order Confirmation. All amounts are in Australian dollars.

The price shown to you at checkout is the total amount payable for our service. Where GST applies, it is included in that amount, and we issue an invoice for each payment.

• We bill every 4 weeks, in advance. Your first billing date is the date you accept these terms and pay, and you are billed every 4 weeks from that date after that. Billing every 4 weeks means 13 payments in a year, not 12.
• You authorise us to charge the payment method you have given us on each billing date.
• If a payment fails or is overdue, we may pause the service, including your advertising campaigns and any website, landing page or lead form we host for you, until it is brought up to date. We will give you at least 3 business days written notice before we pause anything, and we restore what we paused as soon as your account is brought up to date.
• You remain responsible for advertising spend charged directly to you by Meta during any period the service is paused, if your campaigns are still running on your account.
• Any amount either of us owes the other under these terms that stays overdue for more than 14 days attracts interest from its due date until it is paid, at the rate fixed from time to time under the Penalty Interest Rates Act 1983 (Vic). The party that owes it also pays the other's reasonable costs of recovering it, including collection agency and legal costs.

8. Refunds and cancellation

We do not refund for change of mind, and we do not refund part of a billing period that has already started. If you cancel, the service runs to the end of your current billing period.

Where we have not met the guarantee in clause 6, the remedy is that we keep working without charging our service fee until the Revenue has matched what you have paid us. That remedy is additional work, not money back.

Separately from that guarantee, our services come with consumer guarantees under the Australian Consumer Law that cannot be excluded. If we fail to meet one of them, you have rights under that law, which may include cancelling the service and being refunded for the part you have not used. Nothing in this clause limits those rights. See clause 13.

9. Length and ending the arrangement

Our arrangement runs from the date you accept these terms until it is ended under this clause.

Either of us may end it by giving the other 30 days written notice. Your notice must be sent by email to our notices address in clause 19. A message by text, WhatsApp, social media or phone is not notice. The arrangement ends at the close of the 30 day period after the notice is received. You are billed as normal for any billing period that falls within the notice period. No fee is charged for a billing period beginning after it ends.

You agree to keep our access to your advertising account, Google Business Profile and domain settings in place until the arrangement ends and for 7 days after, so we can complete the steps below. If you remove our access earlier, you remain responsible for removing our creative from your advertising account yourself.

We may end it immediately, on written notice, if you:

• fail to pay an amount that stays overdue after we have asked for it;
• ask us to run advertising that is misleading, unlawful, or in breach of a platform's policies; or
• are placed into external administration or become insolvent.

When our arrangement ends:

• we stop your campaigns and hand back access to accounts that are yours;
• we take down the advertising creative we made from your advertising account, and you must not run, copy or reuse it, in line with clause 10;
• any fees already due remain payable, and fees already paid are not refunded, in line with clause 8;
• your service area is released straight away, and we may start working with another business in your trade in that area, in line with clause 11;
• where we have ended it immediately because of unpaid fees, or because you asked us to run unlawful or misleading advertising, the fee for the current 4 week billing period remains payable; and
• we will give you a copy of your enquiry and customer records on request, in a commonly used format, within a reasonable time and at no charge.

9.1 Your website when we stop working together

When our arrangement ends, we will take any website, landing page, funnel or lead form we host for you offline within 7 days. Before we pointed your domain to it, we recorded your domain settings. We will restore those settings, or give them to you so you can, and your domain name remains yours. We will give you a copy of Your Materials and your enquiry records on request under this clause. We may keep our own copy of Forge Materials.

9.2 Unpaid fees

If an amount stays overdue for 30 days after we have given you written notice of it, we may take any website, landing page, funnel or lead form we host for you offline permanently and end our arrangement under this clause.

10. What belongs to who

This clause sets out who owns what, so both of us know where we stand while we work together and if we ever stop.

10.1 What is yours

You keep ownership of your business name, your logo, your trade marks, your domain name, your business phone number, your advertising account, your Google Business Profile, your customer data and enquiry records, the photographs, footage and other material you give us, and any material you had before we started working with you, including the wording and images of any website you had before us. Together, these are Your Materials.

You give us permission to use Your Materials, including editing your photographs and footage into advertising, only to deliver the service to you. You confirm that you have the right to give us that permission.

10.2 What is ours

Everything we create, write, design, film, photograph, build or develop in delivering the service, whether we do it ourselves, with your input or through our contractors, belongs to us from the moment it is made. Together, these are Forge Materials. They include:

• websites, landing pages, funnels, lead forms and surveys, including their design, layout, written content, images, graphics and code;
• advertising creative, including videos, edited footage, images, graphics, scripts, headlines and ad copy, and any photographs or footage we take or film ourselves;
• the account on our platform that runs your follow up system, and everything built inside it, including its automations, workflows, pipelines, forms, calendars, message templates, custom fields and custom values, and any copy, export or snapshot of it;
• the campaign structures, audiences and targeting we set up, and our reporting formats; and
• our systems, methods, templates and know how generally.

Forge Materials may contain Your Materials, such as your logo or your photographs. Your Materials stay yours, and you can use your original files however you like. What belongs to us is the work we made with them.

No payment you make transfers ownership of Forge Materials to you. Your service fee pays for the service while we work together. It does not buy any website, creative or system, and none of them are for sale. If any right in Forge Materials would otherwise belong to you, for example because you asked for or suggested changes to them, you assign that right to us when it comes into existence.

10.3 Using Forge Materials while we work together

While our arrangement is in place and your account is paid up, you may use Forge Materials to promote your own business. This permission is not exclusive, cannot be transferred to anyone else, and ends automatically when our arrangement ends.

10.4 When we stop working together

When our arrangement ends, your permission to use Forge Materials ends with it. From that day, you must not, and must not ask or allow anyone else to:

• copy, download, save, host, publish or rebuild any website, landing page, funnel or lead form we made, or its design, layout, written content or code, in whole or in substantial part;
• run, upload, post or reuse any advertising creative we made, in any advertising account or anywhere else;
• request, export, import or use any copy or snapshot of the account on our platform, or of its automations, workflows, templates or forms; or
• give any Forge Materials to another agency, developer or provider to use.

This does not stop you having your own new website or advertising made, as long as it is not copied from ours. Your business details, services and prices are facts about your business, and you can always use them.

You keep Your Materials, you are entitled to a copy of your enquiry and customer records under clause 9, and you keep your phone number under clause 10.6.

10.5 If Forge Materials are used after we stop working together

Using Forge Materials after our arrangement ends, without our written consent, infringes our copyright. If it happens, we may do any or all of the following, in addition to any other right we have:

• ask the host, platform, domain provider or advertising platform involved to remove it;
• seek an injunction to stop the use, and damages or an account of profits, under the Copyright Act 1968 (Cth); and
• recover our reasonable costs of enforcing this clause, including legal costs.

Separately, if you use Forge Materials after our arrangement ends without our written consent, you agree to pay us a fee equal to your most recent service fee for each 4 week period, or part of one, in which that use continues. This reflects what the use of those materials is worth, because they were built as part of a service charged at that rate. Paying it does not transfer ownership of anything to you and does not give you permission to continue.

10.6 Your phone number

Your business phone number is yours to keep. Where a number was issued on our platform for your use, we will port it to a provider you choose when our arrangement ends, at no charge from us, provided you ask us within 30 days after it ends. We keep the number active until the port is complete, for up to 30 days after our arrangement ends. Porting is subject to the receiving carrier accepting it.

10.7 Our own marketing

We will not use your creative, your business name or your results in our own marketing without your consent.

11. One business per service area

While we are working together, we will not start advertising campaigns for another business offering the same trade services as you and targeting your agreed service area.

Your service area is the area recorded in your Onboarding Details. If it is not recorded there, your service area is the set of postcodes loaded into your advertising campaigns.

If we are already working with a business in your trade whose area overlaps yours when you engage us, we will tell you in writing before you pay, and that notice records the overlap. This clause does not require us to stop working with a business we are already working with.

This does not stop us working with businesses in your trade in other areas, or with businesses in other trades.

This clause applies only while we are working together. When our arrangement ends, your service area is released and we may work with another business in your trade in it. If you later come back to us, we cannot promise your area will still be available.

12. Confidentiality

Each of us may learn confidential information about the other, including pricing, customer lists and business performance. Neither of us will disclose the other's confidential information except to people who need it to deliver or receive the service, or where the law requires it. This continues after we stop working together.

12.1 Our people

While we work together and for 12 months after our arrangement ends, you will not engage, employ or contract, directly or through someone else, any person who worked on your account for us as an employee or contractor, without our written consent. If you do, you agree to pay us a placement fee equal to the amount we paid that person over the 3 months before they left us, which reflects our cost of finding and training a replacement.

13. Australian Consumer Law

Our services come with guarantees that cannot be excluded under the Australian Consumer Law. Nothing in these terms excludes, restricts or modifies any right or remedy you have under that law, and if any part of these terms attempts to do so, that part does not apply.

Where we are permitted to limit our liability for a failure to comply with a consumer guarantee, our liability is limited, at our discretion, to supplying the services again or paying the cost of having them supplied again.

14. Liability

Subject to clause 13, and to the extent permitted by law:

• neither of us is liable to the other for indirect or consequential loss, or for loss of profits, revenue, goodwill or anticipated savings; and
• our total liability to you for all claims connected with the service is limited to the total service fees you have paid us in the 12 months before the claim arose.

We are not liable for loss caused by something outside our reasonable control, including the acts of Meta, Google or a telecommunications carrier, or by your failure to meet clause 4.

Nothing in this clause limits either party's liability for a breach of clause 10, 12 or 12.1, or for any amount payable under clause 7 or clause 10.5.

15. Privacy

How we handle personal information is set out in our Privacy Policy.

Where we handle personal information about your customers on your behalf, you remain responsible for having a lawful basis to collect and use it, including consent to receive text messages where consent is required. You must have your own privacy policy in place if the law requires you to.

If either of us becomes aware of unauthorised access to personal information connected with the service, we will tell the other promptly and work together on what needs to be done.

16. Changes to these terms

We may update these terms.

If a change materially affects you, we will give you at least 30 days written notice before it takes effect. If you do not accept it, you may end our arrangement by telling us in writing before the change takes effect. It ends on the date the change would have applied and no further fees are charged. If you do not tell us before then, the change applies from that date.

Each version of these terms is numbered and dated. The version that applies to you is the version in force on the day you accepted it, unless a later version has taken effect under this clause. We keep earlier versions and will provide a copy on request.

17. Subcontractors and transferring our arrangement

We may use subcontractors and third party platforms to deliver parts of the service. Where we do, we remain responsible to you for the service as a whole, and the people we use are bound by confidentiality obligations no weaker than clause 12.

Neither of us may transfer our arrangement to someone else without the other's written consent, which will not be unreasonably withheld. We may transfer it without your consent to a business that acquires all or substantially all of Forge, provided that business agrees to be bound by these terms. We will tell you if that happens.

18. If we disagree

If a dispute comes up, neither of us starts court proceedings until we have worked through these steps, unless the matter is urgent or involves an injunction.

• The party raising the dispute tells the other in writing what the dispute is about and what outcome they want.
• Within 10 business days, we meet, in person or by video call, and try to sort it out directly.
• If that does not resolve it within a further 20 business days, either of us may refer the dispute to the Victorian Small Business Commission for mediation, and we both agree to take part in good faith. We share the cost of the mediation equally.
• If mediation does not resolve it, either of us may take the matter to court.

Nothing in this clause stops you making a complaint to the Australian Competition and Consumer Commission, Consumer Affairs Victoria, the Office of the Australian Information Commissioner, or any other regulator, at any time.

19. Notices

Notices under these terms must be in writing. Email is fine.

We send notices to the email address you gave us at checkout or in your Onboarding Details. You send notices to [email protected]. Either of us may change our address by telling the other in writing.

A notice sent by email is treated as received on the next business day after it is sent, unless the sender receives a delivery failure message.

Business day means a day that is not a Saturday, Sunday or public holiday in Victoria.

20. General

• These terms, your Order Confirmation and your Onboarding Details are the whole of what is agreed between us and replace anything said or written beforehand. This does not affect your rights under the Australian Consumer Law and does not limit our responsibility for anything we have told you that was misleading.
• Clauses 7, 8, 9, 10, 12, 12.1, 13, 14, 18, 19 and 21 continue to apply after we stop working together.
• If part of these terms is found to be unenforceable, it is removed and the rest continues to apply.
• A delay in enforcing a right is not a waiver of it.
• We are independent contractors. Nothing here creates a partnership, employment or agency relationship.

21. Governing law

These terms are governed by the laws of Victoria, Australia. Both of us submit to the courts of Victoria and any courts that hear appeals from them.

22. Contact

Questions about these terms can go to [email protected] or [email protected].

Forge HQ Pty Ltd, ABN 50 699 647 777, Victoria, Australia.