Terms & Conditions

  1. Terms
    By accessing the website at http://hatchbp.com.au, you are agreeing to be bound by these terms of service, all applicable laws and regulations, and agree that you are responsible for compliance with any applicable local laws. If you do not agree with any of these terms, you are prohibited from using or accessing this site. The materials contained in this website are protected by applicable copyright and trademark law.
  2. Use License

Permission is granted to temporarily download one copy of the materials (information or software) on Hatch Business Partners Pty Ltd (ACN: 638 349 407)’s website for personal, non-commercial transitory viewing only. This is the grant of a license, not a transfer of title, and under this license you may not:

modify or copy the materials;
use the materials for any commercial purpose, or for any public display (commercial or non-commercial);
attempt to decompile or reverse engineer any software contained on Hatch Business Partners Pty Ltd (ACN: 638 349 407)’s website;
remove any copyright or other proprietary notations from the materials; or
transfer the materials to another person or “mirror” the materials on any other server.

This license shall automatically terminate if you violate any of these restrictions and may be terminated by Hatch Business Partners Pty Ltd (ACN: 638 349 407) at any time. Upon terminating your viewing of these materials or upon the termination of this license, you must destroy any downloaded materials in your possession whether in electronic or printed format.

  1. Disclaimer

The materials on Hatch Business Partners Pty Ltd (ACN: 638 349 407)’s website are provided on an ‘as is’ basis. Hatch Business Partners Pty Ltd (ACN: 638 349 407) makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties including, without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property or other violation of rights.
Further, Hatch Business Partners Pty Ltd (ACN: 638 349 407) does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the materials on its website or otherwise relating to such materials or on any sites linked to this site.

  1. Limitations
    In no event shall Hatch Business Partners Pty Ltd (ACN: 638 349 407) or its suppliers be liable for any damages (including, without limitation, damages for loss of data or profit, or due to business interruption) arising out of the use or inability to use the materials on Hatch Business Partners Pty Ltd (ACN: 638 349 407)’s website, even if Hatch Business Partners Pty Ltd (ACN: 638 349 407) or a Hatch Business Partners Pty Ltd (ACN: 638 349 407) authorized representative has been notified orally or in writing of the possibility of such damage. Because some jurisdictions do not allow limitations on implied warranties, or limitations of liability for consequential or incidental damages, these limitations may not apply to you.
  2. Accuracy of materials
    The materials appearing on Hatch Business Partners Pty Ltd (ACN: 638 349 407)’s website could include technical, typographical, or photographic errors. Hatch Business Partners Pty Ltd (ACN: 638 349 407) does not warrant that any of the materials on its website are accurate, complete or current. Hatch Business Partners Pty Ltd (ACN: 638 349 407) may make changes to the materials contained on its website at any time without notice. However Hatch Business Partners Pty Ltd (ACN: 638 349 407) does not make any commitment to update the materials.
  3. Links
    Hatch Business Partners Pty Ltd (ACN: 638 349 407) has not reviewed all of the sites linked to its website and is not responsible for the contents of any such linked site. The inclusion of any link does not imply endorsement by Hatch Business Partners Pty Ltd (ACN: 638 349 407) of the site. Use of any such linked website is at the user’s own risk.
  4. Modifications
    Hatch Business Partners Pty Ltd (ACN: 638 349 407) may revise these terms of service for its website at any time without notice. By using this website you are agreeing to be bound by the then current version of these terms of service.
  5. Governing Law
    These terms and conditions are governed by and construed in accordance with the laws of South Australia and you irrevocably submit to the exclusive jurisdiction of the courts in that State or location.

Hatch Business Partners Pty Ltd (ACN: 638 349 407) Automate Program & Grow Program Terms of Service 

  1. Overview

Hatch Business Partners Pty Ltd (ACN: 638 349 407) (us, our, or we) has agreed to provide the services (each a Service and together the HBP Services) specified in any invoice or proposal (Offer) to the person who accepts this document as a client (you) (each a party) on these terms and conditions (Ts and Cs). These Ts and Cs (including the Schedule) are incorporated into and form part of our Offer.

After payment of any deposit specified in these Ts and Cs or our Offer (Deposit) or the Setup Costs (see below), the HBP Services are invoiced on a 7-day basis (week, weekly, per week, or any words to that effect).

  1. Entire Agreement

The Agreement forms the entire agreement between the parties about its subject matter and supersedes all other discussions, negotiations, representations, arrangements, warranties, or agreements.

  1. Acceptance of the HBP Services

On your acceptance of our Offer, it will be binding on all parties (Agreement). You can accept by either signing these Ts and Cs or by paying the Deposit or the Set-Up Fees to us (Acceptance).

If you do not accept the Offer within 28 days from the date that we provide it to you, we are not obliged to proceed with the offer at our option. Prior to Acceptance, we may withdraw the Offer by notice to you.

  1. Duration of Agreement

This Agreement commences on Acceptance.

For each Service which specifies a Minimum Term, subject to clause 4, the Agreement in respect of that Service will continue after the end of the Minimum Term for that Service until it is terminated by either party on one month’s notice or otherwise ends in accordance with the Agreement.

Each Service may be terminated independently of any other HBP Services after the end of its Minimum Term.

For each Service that does not specify a Minimum Term, the Agreement for that Service will continue until the later of us finishing delivery of those Services or termination of this Agreement.

  1. Fees and payment

Our fees for providing each Service (Fees) are outlined in the schedule to these Ts and Cs (Schedule). Fees for each Service comprise:

  1. The Deposit, any one-time cost, or setup cost (Setup Cost) is payable on Acceptance and is not refundable; and
  2. The sum of the Weekly Management & License Fee (WMLF) (see below) and any Google Ads spend if applicable (WMLF Fee). The WMLF is paid for each week of the Minimum Term and any extension agreed. It is payable weekly in advance, with the first week’s fee due upon commencement of the program. Each WMLF is payable before the week to which the invoice relates. Any Google Ads spend is due in accordance with the Ts and Cs of the applicable service.

The WMLF in each week is determined according to your quoted WMLF in your quote acceptance document.

We will issue an invoice to you for the Fees. With the exception of the Deposit, the Setup Cost, and the first WMLF Fee (which are payable on Acceptance), you agree to pay each invoice on or before its due date. If we request that you pay the WMLF Fee by direct debit authority, you will promptly set up a suitable authority.

You must pay our invoices in full without setoff, deduction, or counterclaim, and you acknowledge that this clause may be relied on in bar of any such proceeding.

We facilitate ad spend on your behalf as your disclosed agent. We have no liability to pay these amounts arising in respect of the ad spend. The outstanding monthly ad spend amounts are totally and solely your responsibility. You must provide us with credit card information which we will make available to the relevant supplier of those services for payment of the ad spend. If your credit card is declined for any reason, you must rectify the issue or provide us with an alternative payment method within 48 business hours at our request. During the Term, you must maintain a credit card account with sufficient available credit to satisfy any charges under this Agreement.

You irrevocably authorize us to provide your information to the applicable provider (for Facebook, Google Ads, or Remarketing services including AdRoll) in the event it is requested from us to recover any outstanding ad spend balance.

You authorize us to disclose details of your credit card to third parties for the purposes of this Agreement and indemnify us in respect of any claim or liability arising from the misuse of your credit card, other than for our fraud or wilful misuse, and release us from any claim or liability not indemnified.

  1. Access

You must provide us with any information requested or access to any of your systems that we reasonably require to perform each Service. Your systems include any electronic offering, device, or computer code, your website, Google Ads account, Google Analytics account, Facebook Page, Facebook Ad Management account, cPanel account, FTP account, or CMS account. You must provide this information or access within the later of 14 days of Acceptance or when the information or access becomes first available to you.

  1. Approval and provision of information

We will seek your approval to launch any version of a Service that allows public access (Approval). As part of the Approval process, you will be able to preview the Service. Any request, other than clause 9, for amendments or improvements to the Service (whether for usability, functionality, design, or otherwise) beyond the scope of the Agreement will incur additional fees.

  1. You will provide us with any information (or answers to our requests) in accordance with the timelines specified by us (whether in our Offer or otherwise). If you do not provide a response within 5 Business Days, unless otherwise stated, from the date the request was made, you will be deemed to have given your Approval.
  1. Google Ads

Where we agree to develop and implement an advertising campaign for you using the Google Ads platform (Google Ads Service), you agree that:

  1. the Minimum Term of the Google Ads Service is 3 months;
  2. we may create a Google Ads account on your behalf, including Google Analytics if required (Google Ads Account);
  3. the Google Ads Account is subject to Google’s Ts and Cs and advertising restrictions as modified from time to time;
  4. you will not have direct access to the Google Ads Account at any time during the Agreement or after termination of the Agreement;
  5. we own all intellectual property in, and will be solely entitled to all rights in respect of, all content created in association with the Google Ads Service;
  6. in addition to the Fee for the Google Ads Service, you are responsible for any charges imposed by Google in connection with the Google Ads Service (Google Ads Charge). If a Google Ads Charge is not paid on demand, we may, without penalty, suspend your Google Ads Service or any other HBP Service until you pay the Google Ads Charge. Notwithstanding the suspension of the Google Ads Service or other HBP Service, you must continue to pay the Fee for the relevant HBP Service during that suspension);
  7. we may delete the Google Ads Account at any time without notifying you;
  8. Subject to clause 19, we do not warrant that the Google Ads Service will generate any increase in your sales or business activity. i. You will not hold us liable for any loss or damage arising from the Google Ads Service (other than as a result of our negligence); and j. You acknowledge and agree that Google reserves the right to refuse an advertisement at any time, for any reason (Google Refusal), and that such refusal may be outside of our control. Where we receive a Google Refusal, we will take reasonable steps to reverse that decision; however, we may not be successful. You agree that even if we receive a Google Refusal (other than as a result of our negligence), you remain responsible for the fees for the Google Ads Service.
  1. Breach and Termination 

We may terminate the Agreement by notice to you (without prejudice to any accrued rights) if you:

  1. a)    Fail to pay an invoice when due;
  2. b)    Revoke your established direct debit authorization without providing an alternative;
  3. c)    Fail to follow our recommendations/advice regarding the operation of the HBP Services;
  4. d)    Run your own advertising campaign(s) in direct competition with any Service being provided by us;
  5. e)    Contravene any other obligations of the Agreement and fail to promptly remedy that contravention;
  6. f)    Fail to respond to our communication in a timely manner (or in any event within 5 Business Days); or
  7. g)    Disparage us (in our reasonable opinion) in any way, including on social media, forums, reviews, or websites or otherwise fail to act in a professional manner, and fail to resolve that breach to our satisfaction in the period specified in the notice (which, other than sub-paragraph (e), will be no less than 14 days).

You may not terminate an HBP Service before the expiry of its Minimum Term without our consent. After the Minimum Term, either party may terminate the Agreement by providing the other party with one month’s written notice. If you seek to terminate a Service or if we terminate a Service because of your default before the end of the Minimum Term, you must pay the Termination Fee. If you fail to pay an invoice by the due date, or you reverse a payment, in respect of any HBP Service, we may:

  1. a)    Refuse to supply or suspend the operation of any HBP Service until the invoice is paid in full;
  2. b)    If payment is not made within 14 days of the due date, commence debt collection action without further notice;
  3. c)    Terminate this Agreement;
  4. d)    Change or withhold any logins or access particulars in respect of any HBP Services; and/or
  5. e)    Charge interest (which, if not paid, will compound on the monthly anniversary) at: i. 10% per annum for HBP Services provided in all Australian states and territories, and according to the relevant legislation in all other regions outside of Australia.
  6. f)    Confidentiality Confidential Information includes the terms of this Agreement and any other information that a party discloses (Discloser) to the other party (Recipient) and includes information that a reasonable person would consider confidential. A Recipient must not, without the prior written consent of the Discloser, use or disclose the Discloser’s Confidential Information unless expressly permitted by this Agreement or required to do so by law or regulatory authority. A Recipient may and may only: a. Use the Confidential Information of the Discloser solely for the purposes of complying with its obligations and exercising its rights under this Agreement; and b. Disclose the Confidential Information to its officers, employees, or advisers to the extent necessary for the purposes of this Agreement, but only if reasonable steps are taken.
  1. Intellectual Property Rights

Each party warrants that:

  1. a)    They own or are licensed to use, in the manner contemplated by the Agreement, the technology used in the HBP Services and all works (as defined in the Copyright Act 1968 (Cth)), including text, graphics, imagery, photography logos, icons, images, sound clips, video clips, data compilations, page layout, underlying code and software, and other content provided by that party (directly or indirectly) (Existing Content), unless specified otherwise in writing.
  1. b)    Existing Content provided by a party to the other party:
  1. Does not infringe the intellectual property rights of a third party.
  1. Is not fraudulent, stolen, or otherwise unlawful.

iii. Does not violate any applicable law, statute, ordinance, or regulation (including those governing export control, consumer protection, unfair competition, or criminal law).

  1. Does not unlawfully threaten or harass any person (in our reasonable opinion) or is defamatory (or any equivalent).
  1. Does not contain viruses or other computer codes, files, or programs that limit or destroy the functionality of other Existing Content or computer hardware.

We reserve the right to refuse any Existing Content that we consider to be in contravention of any of the above.

Each party will retain all its rights in respect of its Existing Content. You agree that we own all the Content created by us in connection with the Agreement (Contributed Content). Hatch Business Partners Pty Ltd retains all rights and ownership over its Contributed Content. You are permitted to use our Contributed Content under this Agreement, per the express authorization of Hatch Business Partners Pty Ltd. You will not have any rights to the Contributed Content even after the payment of our invoice(s) and/or the termination of the Agreement.

  1. Breach and Termination

We may terminate the Agreement by notice to you (without prejudice to any accrued rights) if you:

  1. Fail to pay an invoice when due.
  2. Revoke your established direct debit authorization without providing an alternative.
  3. Fail to follow our recommendations/advice regarding the operation of the HBP Services.
  4. Run your own advertising campaign(s) in direct competition with any Service provided by us.
  5. Contravene any other obligations of the Agreement and fail to promptly remedy that contravention.
  6. Fail to respond to our communication in a timely manner (or within 5 Business Days).
  7. Disparage us (in our reasonable opinion) in any way, including on social media, forums, reviews, websites, or fail to act in a professional manner, and fail to resolve that breach to our satisfaction within the specified notice period (which, except for sub-paragraph (e), will be no less than 14 days).

You may not terminate a HBP Service before the expiry of its Minimum Term without our consent. After the Minimum Term, either party may terminate the Agreement by providing the other party with one month’s written notice. If you seek to terminate a Service or if we terminate a Service because of your default before the end of the Minimum Term, you must pay the Termination Fee.

If you fail to pay an invoice by the due date or reverse a payment in respect of any HBP Service, we may:

  1. Refuse to supply or suspend the operation of any HBP Service until the invoice is paid in full.
  2. Commence debt collection action without further notice if payment is not made within 14 days of the due date.
  3. Terminate this Agreement.
  4. Change or withhold any logins or access particulars for any HBP Services.
  5. Charge interest (which, if not paid, will compound on the monthly anniversary) at:

   – 10% per annum for HBP Services provided in all Australian states and territories, and according to the relevant legislation in all other regions outside of Australia.

  1. Confidentiality

Confidential Information includes the terms of this Agreement and any other information that a party discloses (Discloser) to the other party (Recipient), and includes information that a reasonable person would consider confidential.

A Recipient must not, without the prior written consent of the Discloser, use or disclose the Discloser’s Confidential Information unless expressly permitted by this Agreement or required to do so by law or regulatory authority.

A Recipient may only:

  1. Use the Discloser’s Confidential Information solely for the purposes of complying with its obligations and exercising its rights under this Agreement.
  2. Disclose the Discloser’s Confidential Information to its officers, employees, or advisers to the extent necessary for the purposes of this Agreement, ensuring that reasonable steps are taken to ensure the information remains confidential.
  1. Intellectual Property Rights

Each party warrants that:

  1. They own or are licensed to use the technology used in the HBP Services in the manner contemplated by the Agreement, including all works (as defined in the Copyright Act 1968 (Cth)), such as text, graphics, imagery, photography logos, icons, images, sound clips, video clips, data compilations, page layout, underlying code and software, and other content provided by that party (directly or indirectly) (Existing Content), unless specified otherwise in writing.
  2. Existing Content provided by a party to the other party:
  3. Does not infringe the intellectual property rights of a third party.
  4. Is not fraudulent, stolen, or otherwise unlawful.

   iii. Does not violate any applicable law, statute, ordinance, or regulation (including those governing export control, consumer protection, unfair competition, or criminal law).

  1. Does not unlawfully threaten or harass any person (in our reasonable opinion) or is defamatory (or any equivalent).
  2. Does not contain viruses or other computer codes, files, or programs that limit or destroy the functionality of other Existing Content or computer hardware.

We reserve the right to refuse any Existing Content that we consider to be in contravention of the above. Each party will retain all its rights in respect of its Existing Content. You agree that we own all the Content created by us in connection with the Agreement (Contributed Content). Hatch Business Partners Pty Ltd retains all rights and ownership over its Contributed Content. You are permitted to use our Contributed Content under this Agreement, as expressly authorized by Hatch Business Partners Pty Ltd. You will not have any rights to the Contributed Content even after the payment of our invoice(s) and/or the termination of the Agreement.

  1. Warranties

To the maximum extent permitted by law, you agree that all implied conditions and warranties are excluded from the Agreement, except to the extent that the exclusion would contravene any laws or cause this condition to be void (non-excludable condition).

Each party warrants that:

  1. It has properly authorized execution of the Agreement.
  2. It has full power to execute, deliver, and perform its obligations under the Agreement.
  3. The Agreement constitutes a legal, valid, and binding obligation enforceable in accordance with its terms.
  4. They are authorized to use any Content they provide to the other party.
  5. No Content they cause to be published, displayed, or associated with will contain any illegal or unethical material (in our opinion, acting reasonably). (For the avoidance of doubt, where a party uses Content supplied by the other party, the user is deemed not to publish, display, or be associated with that Content).
  1. Limitation of Liability

Our liability for a breach of a non-excludable condition is limited, at our option, to the re-supply of a replacement or equivalent Service, the rectification of the Service, or payment of the costs of having the Service replaced or rectified.

To the maximum extent permitted by law, we exclude any liability to you or any other person for any consequential or other loss or damage, including but not limited to loss of profits, revenue, or goodwill, arising out of or in connection with the provision of the Service provided, including:

  1. Loss of your data or interruption of your business.
  2. Any consequential damages or loss suffered by you.
  3. A failure to supply a Service caused by matters beyond our reasonable control, including acts of God, acts of any government, war or other hostility, national or international disaster, the elements, fire, explosion, power failure, equipment failure, strikes, lockouts, and the inability to obtain necessary resources.

To the maximum extent permitted by law, the parties agree that:

  1. We will not be liable for:
  2. Any special, incidental, indirect, punitive, or consequential damages (including lost profits and damage to persons or property) resulting from the use of the HBP Services, including in any business processes or otherwise.
  3. You assume all risks and liability in respect of any use of the HBP Services.
  4. A party’s liability to the other party for any loss arising from that party’s negligence, breach of this agreement (except clause 6), or warranty is limited to the lesser of the invoice value of the relevant HBP Service or $2,000 (unless expressly excluded in this clause).
  5. It is your responsibility to ensure all copy and creative materials produced under the Agreement comply with any and all relevant legislation or regulations.
  6. You discharge us from any other loss, claim, demand, or cause of action.
  7. Neither party will be liable to the extent that the other party or its agents, employees, or subcontractors have caused or contributed to any loss.
  1. Indemnity

You unconditionally and irrevocably indemnify, hold us indemnified, and keep us, our officers, employees, and agents harmless against any and all actions, claims, demands, losses, liabilities, or costs (including legal costs on a solicitor and client basis), whether arising under contract, tort, or statute (including by a third party) that arise or result from, or are in any way connected with the HBP Services, including the sale of any product or service via your website.

  1. Severability

If a provision of the Agreement is void, invalid, or unenforceable, it is to be read down or severed to the extent necessary without affecting the validity or enforceability of the remaining provisions.

  1. Your responsibilities

You will be responsible for any fees and charges applied by your financial institution for each unsuccessful debit attempt, any failed payment fee, and any collection fee, including any debt recovery agency or legal fees, incurred by us. You authorize us to attempt to reprocess any unsuccessful payments after 3 Business Days. If the payment remains unsuccessful after 5 Business Days, you authorize us to suspend all HBP Services, pending full payment. In the event of a failed payment, you agree to pay us an administrative fee of $12 per failed transaction within 5 Business Days of an invoice being provided.

  1. Goods and Services Tax (GST)

Unless the contrary intention appears, any published or advertised price and/or invoice is exclusive of GST. For the purposes of this clause, the terms defined in A New Tax System (Goods and Works Tax) Act 1999 (Cth) have the same meaning in this Agreement. If GST has any application to any supply made under or in connection with this Agreement, the party making the supply (Supplier) may, in addition to any amount or consideration expressed as payable elsewhere in this Agreement, recover from the recipient of the supply (Recipient) an additional amount on account of GST. Such amount is to be calculated by multiplying the amount or consideration payable by the Recipient for the relevant supply by the prevailing GST rate. Any additional amount on account of GST recoverable from the Recipient under this clause will be calculated without any deduction or set-off of any amount and is payable by the Recipient at the same time and in the same manner as paying the amount or consideration for the relevant supply under this Agreement. The Supplier must issue to the Recipient a tax invoice and must do anything else that may be reasonably required to enable or assist the Recipient to claim or verify any input tax credit, set off, rebate, or refund in relation to any GST payable or in respect of any supply under this Agreement. Where an adjustment event in relation to a supply under this Agreement has occurred, the Supplier must issue an adjustment note to the Recipient no later than ten Business Days after that adjustment event. Where you confirm in the schedule that you are an overseas client for GST purposes, we acknowledge your request that the HBP Services are an export service provided to you for your enjoyment overseas and accordingly are GST-free.

  1. Notices

All notices must be in writing and may be given by personal delivery, post, or email. A notice is deemed to be received if:

  1. by personal delivery, on the Business Day after delivery;
  2. sent by post, on 5 Business Days after the day of posting; and
  3. sent by email, on the Business Day after sending (unless within 12 hours of sending, the sender receives an automated delivery failure notification).
  1. Dispute Resolution

If a dispute, controversy, or claim arises between the parties about any fact, matter, or thing in connection with this agreement, the dispute, controversy, or claim must be determined in accordance with this clause. Any dispute, controversy, or claim between the parties shall be resolved by mediation in accordance with the governing rules of South Australia, Australia. Subject to the parties’ agreement, the mediation:

  1. is to occur in Adelaide, South Australia, Australia;
  2. is to occur within 30 days of the notice given; and
  3. is to take place in English.
  1. Governing Law

This agreement and the transactions contemplated shall be governed by and interpreted in accordance with the jurisdiction of South Australia, Australia. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this agreement. Any action seeking legal or equitable relief arising out of or relating to these terms shall only be brought under the jurisdiction of the courts of South Australia, Australia.

  1. Jurisdiction

The laws of South Australia govern this Agreement, and each party submits to the exclusive jurisdiction of the courts of South Australia, Australia.