WotsDoin Media Pty Ltd
ABN: 75 693 313 512

Effective Date: 14th December 2025

This Master Services Agreement (Agreement) is entered into between:

WotsDoin Media Pty Ltd, ABN 75 693 313 512 (WotsDoin Media, we, us, our), and

The Client (you, your), as identified in the applicable proposal or Statement of Work.

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1. Purpose of Agreement

This Agreement sets out the general terms under which WotsDoin Media provides digital services to the Client.

Specific services, pricing, timelines, and deliverables will be detailed in one or more Statements of Work (SOWs) or written proposals agreed between the parties.

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2. Services

We provide professional digital services including, but not limited to:

• Website design and development

• Search engine optimisation (SEO)

• Digital marketing and advertising

• Branding and graphic design

• Strategy, consulting, and automation

• Website maintenance, hosting coordination, and support

Services are provided in accordance with industry best practice, but no guarantees of specific outcomes are given.

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3. Statements of Work (SOWs)

Each SOW will specify:

• Scope of services

• Deliverables

• Pricing and payment terms

• Timelines and milestones

• Any assumptions or exclusions

In the event of a conflict between this Agreement and an SOW, the SOW prevails.

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4. Client Responsibilities

The Client agrees to:

• Provide accurate, complete, and timely information

• Supply content, assets, approvals, and feedback as required

• Ensure they have rights to all materials supplied

• Meet agreed timelines to avoid project delays

Delays caused by the Client may result in revised timelines or additional fees.

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5. Fees and Payment

5.1 Fees

Fees are set out in the applicable SOW or proposal and are exclusive of GST unless stated otherwise.

5.2 Payment Terms

Unless otherwise agreed:

• Invoices are payable within 7–14 days

• Deposits may be required before work commences

• Ongoing services may be billed monthly in advance

5.3 Late Payments

We reserve the right to:

• Suspend work

• Disable access to deliverables

• Charge interest and recovery costs

Until outstanding invoices are paid in full.

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6. No Guarantee of Results

The Client acknowledges that digital performance depends on many factors beyond our control.

We do not guarantee:

• Search engine rankings

• Advertising performance

• Lead volumes or sales

• Revenue or conversion outcomes

All projections are indicative only.

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7. Intellectual Property

7.1 Pre-Existing IP

Each party retains ownership of their pre-existing intellectual property.

7.2 Project Deliverables

Upon full payment, the Client receives a licence to use final deliverables for their intended purpose.

Unless otherwise agreed:

• WotsDoin Media retains ownership of underlying methodologies, frameworks, code libraries, templates, and know-how

• We may reuse non-confidential elements in future work

7.3 Portfolio Rights

We may display completed work in our portfolio, website, and marketing materials unless otherwise agreed in writing.

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8. Third-Party Services and Tools

Services may involve third-party platforms including (but not limited to):

• Google Analytics, Google Ads

• Meta Ads (Facebook/Instagram)

• Stripe

• MailerLite, Brevo

• Hosting providers, plugins, and APIs

We are not responsible for third-party outages, policy changes, pricing changes, or limitations.

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9. Confidentiality

Each party agrees to keep confidential any non-public information obtained during the engagement, unless disclosure is required by law or consented to in writing.

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10. Privacy and Data Protection

We handle personal information in accordance with:

• The Privacy Act 1988 (Cth) and Australian Privacy Principles

• The GDPR, where applicable

Our Privacy Policy forms part of this Agreement.

The Client warrants that they have authority to provide any personal data supplied to us.

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11. Limitation of Liability

To the maximum extent permitted by law:

• Our total liability is limited to the fees paid by the Client in the 3 months preceding the claim

• We are not liable for indirect, incidental, or consequential loss, including loss of profits, data, or business

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12. Consumer Law

Nothing in this Agreement excludes rights under the Australian Consumer Law that cannot be excluded.

Where permitted, our liability is limited to resupplying the services or paying the cost of resupply.

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13. Suspension and Termination

Either party may terminate an SOW with written notice in accordance with the agreed notice period.

We may suspend services immediately if:

• Invoices are overdue

• The Client breaches this Agreement

• Continued work would be unlawful or unethical

Fees incurred up to termination remain payable.

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14. Force Majeure

Neither party is liable for delays caused by events beyond reasonable control, including natural disasters, internet outages, platform failures, or government action.

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15. Independent Contractor

WotsDoin Media acts as an independent contractor. Nothing in this Agreement creates a partnership, joint venture, or employment relationship.

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16. Assignment

The Client may not assign this Agreement without our prior written consent.

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17. Governing Law

This Agreement is governed by the laws of New South Wales, Australia.

The parties submit to the exclusive jurisdiction of the courts of New South Wales.

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18. Entire Agreement

This Agreement, together with any SOWs, constitutes the entire agreement between the parties and supersedes all prior discussions or representations.

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19. Contact Details

WotsDoin Media Pty Ltd
ABN: 75 693 313 512
📧 stewart@wotsdoinmedia.com.au
🌐 https://www.wotsdoinmedia.com.au

Schedule A

Ongoing SEO & Digital Marketing Retainer

(Schedule to the Master Services Agreement)

This Schedule forms part of the Master Services Agreement between WotsDoin Media Pty Ltd (ABN 75 693 313 512) and the Client.

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1. Retainer Services

Under this Schedule, WotsDoin Media will provide ongoing SEO and digital-marketing services, which may include:

SEO Services

• Technical SEO monitoring and recommendations

• On-page optimisation (meta data, headings, internal linking)

• Content optimisation and guidance

• Local SEO optimisation (where applicable)

• Search Console and Analytics monitoring

• SEO reporting and performance insights

Digital Marketing Services

• Campaign strategy and optimisation

• Paid advertising management (Google Ads, Meta Ads)

• Conversion tracking and optimisation

• Email marketing support (MailerLite, Brevo or similar)

• Funnel, landing-page, and CRO recommendations

Specific deliverables and focus areas may vary month-to-month based on performance and priorities.

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2. Scope Flexibility

The Client acknowledges that SEO and digital marketing are iterative and adaptive services.

Accordingly:

• Monthly activities may change based on data, results, and strategy

• Not all tasks are performed every month

• Time may be reallocated across services to maximise performance

This flexibility is a core feature of the retainer model.

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3. Exclusions

Unless expressly stated in writing, the following are not included in the retainer:

• Major website redesigns or rebuilds

• Custom development outside normal CMS adjustments

• New branding or logo design

• Photography, videography, or copywriting at scale

• Third-party advertising spend

• Plugin, software, or platform subscription fees

Additional work may be quoted separately or added via a new SOW.

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4. Term and Renewal

4.1 Initial Term

The retainer commences on the agreed start date and continues for an initial minimum term of [e.g. 3 or 6 months], unless otherwise stated.

4.2 Ongoing Term

After the initial term, the retainer continues on a month-to-month basis until terminated in accordance with this Schedule.

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5. Fees and Payment

5.1 Monthly Fee

The Client agrees to pay the monthly retainer fee set out in the applicable proposal or SOW.

5.2 Billing

• Retainers are billed monthly in advance

• Invoices are payable within 7 days unless otherwise agreed

5.3 Non-Payment

If payment is overdue, WotsDoin Media may:

• Pause or suspend services

• Withhold reports or deliverables

• Resume work only once payment is brought up to date

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6. No Guaranteed Results

The Client acknowledges that SEO and digital marketing outcomes depend on many factors beyond WotsDoin Media’s control, including competition, algorithms, budgets, and market conditions.

Accordingly:

• No guarantees are made regarding rankings, traffic, leads, or sales

• Past performance is not indicative of future results

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7. Client Obligations

The Client agrees to:

• Provide timely access to websites, analytics, ad accounts, and tools

• Approve recommendations and content promptly

• Ensure compliance with platform policies and advertising laws

• Maintain accurate business and contact information

Delays caused by the Client may affect outcomes and timelines.

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8. Reporting and Communication

Unless otherwise agreed:

• Reporting is provided monthly

• Reports focus on trends, insights, and actions rather than raw data alone

• Communication may occur via email, shared documents, or scheduled calls

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9. Intellectual Property

All strategies, frameworks, methodologies, and processes used by WotsDoin Media remain our intellectual property.

The Client receives a licence to use reports and outputs for their internal business purposes.

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10. Termination

10.1 Termination for Convenience

After the initial term, either party may terminate the retainer by providing 30 days’ written notice.

10.2 Immediate Termination

We may suspend or terminate services immediately if:

• Fees remain unpaid

• The Client breaches the Agreement

• Continued work would be unlawful or unethical

Fees incurred up to the termination date remain payable.

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11. Platform and Algorithm Changes

The Client acknowledges that:

• Search engines and advertising platforms change frequently

• Platform outages, policy changes, or algorithm updates may impact performance

WotsDoin Media is not liable for losses arising from such changes.

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12. Priority and Capacity

Retainer clients receive ongoing access to services, but work is scheduled based on overall capacity, campaign priority, and agreed service levels.

Urgent requests may require additional fees.

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13. Relationship to Master Services Agreement

This Schedule forms part of and must be read together with the Master Services Agreement.

In the event of inconsistency, the terms of this Schedule prevail in relation to retainer services.