PURPLE HAT GROUP (ABN: 11 612 797 690)
Last Updated 10 December 2025
You may click any heading below to go directly to a relevant section, or scroll to read the full Terms & Conditions. Specific sections apply depending on the services engaged. All terms relevant to your engagement form part of your Agreement with PHG.
3. DIGITAL MARKETING, SEO & PPC SERVICES
4. CRISIS MANAGEMENT, COMMUNICATIONS & MEDIA ADVISORY
5. SCHOOL, REGULATED ENVIRONMENT & CHILD SAFETY
6. CYBER SECURITY, DATA INTEGRITY & PLATFORM RELIANCE
7. CREATIVE SERVICES, DESIGN AND BRANDING
9. EMBEDDED IN-HOUSE RETAINERS
1. DEFINITIONS
Throughout these Terms and Conditions:
- “Purple Hat Group”, “PHG”, “we”, “us”, “our” refer to Purple Hat Group Pty Ltd (ABN 11 612 797 690), the provider of services.
- “Client”, “you”, “your” refer to the individual or entity engaging PHG for services.
- “Agreement” means the agreement governed by these Terms and Conditions, including any proposal, quotation, schedule of work, scope of work, retainer agreement or associated document.
- “Services” means all services provided by PHG including but not limited to: marketing, strategy, crisis communications, digital marketing, SEO, PPC/Google Ads, PR and media advisory, creative services, branding, communications, mentoring and consultancy.
- “Creative Services” means design, branding, artwork, campaign development, messaging, copywriting, and associated production work.
- “Digital Marketing Services” means online marketing including SEO, PPC (Google Ads/Bing Ads), social media advertising, analytics and tracking.
- “SEO Services” means search engine optimisation services to improve visibility and ranking.
- “PPC Services” or “Google Ads Services” means pay-per-click campaign management.
- “Website” means any website or digital property owned or controlled by the Client that is the subject of the Services.
- “Confidential Information” means all non-public information disclosed by either party.
2. GENERAL BUSINESS TERMS
2.1 Confidentiality
PHG keeps all Client Confidential Information strictly confidential. All PHG employees and contractors are bound by confidentiality and non-solicitation obligations.
Confidential Information includes business data, financial details, internal plans, processes and customer information.
2.2 Independent Contractor Relationship
PHG provides Services as an independent contractor. Nothing in this Agreement creates an employment, fiduciary or agency relationship.
2.3 Use of Subcontractors and Specialist Partners
PHG may engage specialist third-party providers, including SEO, PPC, technical, design or communications partners, to assist with delivery of the Services.
PHG remains the primary contracting party and responsible for coordinating and quality-controlling all subcontracted work.
All invoices are issued by PHG unless agreed otherwise.
2.4 Proposal Validity
Unless otherwise stated, proposals are valid for three months from the date issued.
2.5 Outcomes and Limitations
PHG does not guarantee specific outcomes. Success is influenced by factors including implementation of recommendations, market conditions, algorithms, and Client responsiveness.
This applies to all services including marketing, creative, digital, PR, crisis support, and mentoring.
2.6 Out of Scope Work
Any work not included in the agreed scope is out of scope. PHG may choose to accept such work and will invoice additional time at agreed or standard rates.
2.7 Reports
Reports may not be published externally without PHG’s written consent. Findings are based on information available at the time and require Client cooperation.
2.8 Variation of Terms
PHG may update or amend these Terms & Conditions from time to time. The current version will always be available on PHG’s website.
Updated Terms take effect immediately for all new proposals, agreements and engagements issued after the date of publication.
For existing Clients, updated Terms will take effect 14 days after PHG provides notice of the update (which may be given by email, invoice notation or publication on PHG’s website).
By continuing to engage PHG or receiving Services after the effective date of updated Terms, the Client is deemed to have accepted the updated Terms.
3. DIGITAL MARKETING, SEO & PPC SERVICES
3.1 Access Requirements
The Client must provide PHG with reasonable access to:
- Website CMS
- FTP or hosting access
- Analytics accounts
- Tag managers
- Advertising platforms
- Required tools or credentials
PHG is not responsible for delays or performance issues where access is limited or delayed.
3.2 Implementation Responsibilities
Where the Client (or another third party) is responsible for implementing tracking, code, tags or technical changes, these must be completed within a reasonable timeframe (typically within 5 business days).
PHG is not responsible for performance drops caused by incomplete implementation.
3.3 Tracking, Plugins & Tools
PHG may install or configure tracking tools including Google Tag Manager, conversion pixels, performance plugins, or premium tools.
Licences for PHG-owned tools may be removed upon cancellation.
3.4 SEO Limitations
The Client acknowledges:
- Search engines control ranking outcomes
- Algorithm updates may impact results
- PHG cannot guarantee rankings, traffic or conversions
- Outcomes depend partly on implementation and Client responsiveness
3.5 PPC / Google Ads Services
PHG may use existing or newly created advertising accounts.
The Client is responsible for:
- All advertising platform charges
- Payment of media spend
- Merchant Centre/product feed compliance (e.g., Google Shopping)
PHG will use reasonable efforts to manage budgets but is not liable for minor under/overspend.
3.6 Reporting
PHG provides reporting via Google Analytics, Looker Studio or similar platforms as outlined in the proposal or retainer.
4. CRISIS MANAGEMENT, COMMUNICATIONS & MEDIA ADVISORY SERVICES
4.1 Nature of Crisis Services
Crisis, issues management, reputation advisory and media support are strategic and advisory only. PHG provides recommendations based on information provided by the Client at the time.
Client outcomes cannot be guaranteed.
4.2 Client Responsibilities
The Client must:
- Provide full, accurate, timely information
- Notify PHG of new developments, legal advice or stakeholder issues
- Ensure alignment across leadership, board and principal decision-makers
- Seek legal advice where recommended
PHG is not responsible for delays or outcomes caused by incomplete or inaccurate information.
4.3 Media & Public Statements
PHG may prepare statements, media lines, FAQs, internal comms or liaise with media.
All final materials must be approved by the Client before release.
PHG is not the Client’s spokesperson unless expressly agreed.
The Client is responsible for verifying factual accuracy and legal compliance.
4.4 Regulatory & Legal Compliance
PHG does not provide legal advice.
The Client is responsible for compliance with:
- Child safety and mandatory reporting laws
- Employment and workplace laws
- Governance requirements
- Privacy law
- Defamation law
4.5 Liability Limitation for Crisis Work
PHG is not liable for:
- Reputational damage
- Loss of goodwill
- Stakeholder dissatisfaction
- Negative media coverage
- Escalation of issues
- Consequential losses
Nothing limits the Client’s rights under the Australian Consumer Law (ACL).
5. SCHOOL, REGULATED ENVIRONMENT & CHILD-SAFETY DISCLAIMER
When providing services to schools, early learning centres, boards or regulated environments:
- PHG prepares communications based only on information supplied by the Client.
- PHG is not responsible for verifying compliance with child-safety regulations, mandatory reporting obligations or governance requirements.
- Compliance responsibility rests solely with the Client.
- Legal review of sensitive matters is recommended and must be obtained by the Client.
6. CYBER SECURITY, DATA INTEGRITY & PLATFORM RELIANCE
6.1 System Access
PHG may require access to digital systems to deliver services.
PHG is not responsible for:
- Hosting failures
- Platform outages
- Cyber-attacks or breaches not caused by PHG’s negligence
- Client-side vulnerabilities or weak credentials
- Loss or corruption of data in third-party systems
6.2 Data Handling
PHG does not provide back-up, storage or data recovery unless agreed in writing.
Analytics and reporting systems rely on third-party platforms which may change, move or discontinue features.
6.3 No Warranty for Third-Party Platforms
PHG provides no warranty regarding the performance, availability or functionality of third-party platforms such as:
- Meta / Facebook / Instagram
- Website hosting systems
- CRMs
- Email platforms
- Marketing automation tools
7. CREATIVE SERVICES, DESIGN & BRANDING
7.1 Revisions & Alterations
Additional changes beyond scope will be quoted or charged at standard hourly rates.
7.2 Nature of Copy
The Client is responsible for:
- Substantiating claims
- Copyright and trademark clearances
- Legal approvals prior to publication
7.3 Errors & Omissions
The Client must carefully check and approve artwork. PHG is not responsible for errors after Client approval.
7.4 Fonts
Fonts are not included in deliverables unless explicitly stated. Clients must purchase fonts for their own licence use.
7.5 Production Schedules
Schedules depend on both parties. Delays by the Client may shift deadlines.
7.6 Property & Vendors
PHG will take reasonable care but is not liable for third-party vendor failures.
If the Client selects their own vendors, PHG is not liable for their performance.
7.7 Ownership of Artwork
PHG retains ownership of raw files unless otherwise negotiated.
Finished art files necessary for reproduction will be supplied.
PHG retains the right to showcase work in portfolios unless agreed otherwise.
7.8 Termination
On termination, PHG will transfer completed, paid-for materials to the Client.
The Client indemnifies PHG for any claims arising from materials approved for use.
8. MENTORING SERVICES TERMS
8.1 Mentoring Agreement
A successful mentor-mentee partnership is based on trust, honesty, and confidentiality. We believe this is what creates a successful working relationship. This agreement requires both mentor (“PHG”) and mentee (“Client”) to engage in open and honest communication while respecting each other’s confidential information.
8.2 Nature of Relationships
The Client enters the mentoring sessions with the understanding that the Mentor will help guide their decision-making process and may make recommendations for improvement in the Client’s business and professional life.
The mentoring sessions may address specific projects, business successes, or general conditions in the Client’s life or profession. Other aspects of the mentoring sessions may include brainstorming, identifying plans of action, asking clarifying questions, and making empowering requests or suggestions for action.
Throughout the mentoring sessions, the Mentor may ask questions relating to the Client’s business, which may include information relating to finances, marketing and sales activities, and operational processes and procedures.
This information is only sought to better understand the Client’s business and his/her challenges and for the Mentor to provide better informed strategic advice and direction. The Client is not obliged to answer any questions that he or she does not feel comfortable with.
Throughout the working relationship, the mentor will engage in direct and personal conversations. The Client understands that successful mentoring requires a coactive collaborative approach between Client and Mentor. In the mentoring relationship, the Mentor plays the role of a facilitator of change, but it is the Client’s responsibility to enact or bring about the change.
If the Client believes the mentoring is not working as desired, it is up to the Client to communicate this to the Mentor.
The Client is solely responsible for creating and implementing his/her own physical, mental, and emotional well‐being, decisions, choices, actions and results arising out of or resulting from the mentoring relationship and his/her mentoring calls and interactions with the Mentor.
As such, the Client agrees that the Mentor is not and will not be liable or responsible for any actions or inaction, or for any direct or indirect result of any services provided by the Mentor. The Client understands mentoring is not therapy and does not substitute for therapy if needed, and does not prevent, cure, or treat any mental disorder or medical disease.
The Client further acknowledges that he/she may terminate or discontinue the mentoring relationship at any time.
The Client acknowledges that mentoring is a comprehensive process that may involve different areas of his or her life, including work, finances, health, relationships, education and recreation.
The Client agrees that deciding how to handle these issues, incorporate coaching principles into those areas and implementing choices is exclusively the Client’s responsibility.
The Client understands that in order to enhance the mentoring relationship, the Client agrees to communicate honestly, be open to feedback and assistance and to create the time and energy to participate fully in the program.
8.3 Delivery of Services
The services to be provided by the Mentor to the Client will be held via phone or Zoom / Teams / Google Meets Video Conferencing or as agreed jointly with the Client If in-person sessions are required, any incurred travel expenses will be reimbursed by the Client.
8.4 Recording of Sessions
PHG does not allow video recording of any mentoring sessions. Audio recordings will be considered on a case-by-case basis and permission granted to the Client in writing upon request.
The Client agrees that any audio recordings are for personal use only and the Client does not have permission to republish, distribute or share these materials outside of the mentoring sessions.
8.5 Confidentiality
All information about the Mentor / Client relationship will remain strictly confidential and information shared in the session will not be disclosed to any entity except in very rare circumstances where decreed by law. The mentoring relationship is not privileged and, as such, the Mentor’s records regarding work with a Client can be subpoenaed.
The Client, of course, is free to discuss the mentoring relationship with anyone at any time. This confidentiality statement is intended to be as confidential as the applicable state or federal laws and the Employer’s own company policy (if applicable) allows.
Exceptions to confidentiality of course relate to circumstances such as intent to seriously harm someone. Otherwise, all your information is confidential.
8.6 Privacy
The Client can, at any point in the mentoring session, declare his/her preference not to discuss a specific issue, by simply stating that they would rather not discuss this issue.
The Mentor agrees to respect this boundary and will not attempt to forward the conversation further along those lines.
PHG is committed to protecting your privacy. We guarantee that your information will not be disclosed, sold or traded to any outside parties.
8.7 Fees
All fees are to be paid prior to the commencement of sessions and an invoice will be issued accordingly. Discovery package to be paid upfront in full. Clarity to be paid in two Instalments and Momentum and Accelerate to be paid monthly. Once paid, your appointment will be secured.
Sessions may be tax deductible (please check with your Accountant).
We would really appreciate if you gave 48 hours’ notice for any changes to appointment times as we set aside this time exclusively for you. We of course understand unforeseen circumstances happen.
All paid sessions need to be used within 12-months of purchase. We do not refund unused sessions.
9. EMBEDDED IN-HOUSE RETAINERS
Embedded In-House Marketing Team Services (“Embedded Retainers”) are delivered under a separate Retainer Agreement issued by PHG.
These general Terms and Conditions continue to apply to Embedded Retainers except where the separate Embedded Retainer Agreement expressly states different terms.
Where there is any inconsistency between these Terms and the Embedded Retainer Agreement, the Embedded Retainer Agreement will prevail, but only to the extent of that inconsistency.
All other provisions of these Terms — including confidentiality, intellectual property, liability and indemnities, digital marketing disclaimers, crisis advisory conditions, creative ownership, mentoring conditions, cyber and data protections, and general conduct obligations — continue to apply in full to Embedded Retainer clients.
10. PAYMENT TERMS
- A 50% deposit applies to strategy or major branding projects unless otherwise specified.
- Remaining balances are payable within 30 days of invoice.
- Retainers (including PR retainers) must be paid one month in advance.
- Digital marketing retainers and PPC/SEO services are invoiced monthly and payable within 30 days.
- Out-of-pocket expenses are invoiced at cost unless included in a proposal.
- PHG may suspend services if invoices are overdue by 30 days.
11. TERMINATION
Either party may terminate the Agreement with 30 days’ written notice, unless otherwise stated in a specific scope, retainer or proposal.
PHG may terminate immediately if:
- the Client becomes insolvent
- the Client commits a material breach and fails to remedy it
- the Client repudiates the agreement
Upon termination, all unpaid fees become due.
12. ASSIGNMENT
Neither party may assign the Agreement without the written consent of the other.
13. GOVERNING LAW
This Agreement is governed by and construed in accordance with the laws of Victoria, Australia. The parties submit to the non-exclusive jurisdiction of the courts of Victoria.