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 sign, 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.

By signing our written agreement, paying an invoice, or allowing us to begin work, you accept these terms.

2. What forms our agreement

Our agreement with you is made up of:

• these terms;
• the written service agreement or proposal we send you, which sets out your fees, your service area and your advertising budget; and
• our Privacy Policy.

If anything in your written service agreement conflicts with these terms, the written service agreement applies.

3. The service

We provide one service. It is not split into separate versions and there is no reduced version of it. Unless your written service agreement says otherwise, the service includes:

• missed call text back on your business line;
• a reply to every new enquiry within 60 seconds of it reaching the system;
• 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;
• 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. We will tell you in advance where a change affects how you work day to day.

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;
• 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;
• give us accurate information about your business, including any licences you hold; 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.

We are not responsible for a shortfall in results that is caused by any of the above not being met. Where that happens, the guarantee in clause 6 does not apply.

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.

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 sign, and not on the day work begins.

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.

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. Where you do not provide this information, we may rely on our own records of the Leads delivered and a reasonable estimate of typical job values in your trade to assess whether the guarantee has been met.

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 set out in your written service agreement, 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.

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.

7. Fees and payment

Our fees are set out in your written service agreement. All amounts are in Australian dollars.

• We bill every 4 weeks, in advance. Your first billing date is the date you accept the agreement, and you are billed every 4 weeks from that date after that.
• 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, until it is brought up to date. We will tell you before we do.
• 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.

8. Refunds

We do not offer refunds. Not partial, not pro rata, and not on cancellation.

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. The remedy is additional work. It is not money back.

This clause does not limit any right you have that cannot be excluded under the Australian Consumer Law. See clause 13.

9. Length and ending the agreement

The agreement runs from the date you accept it until it is ended under this clause. Either of us may end it by giving the other 30 days written notice. The agreement ends at the close of that 30 day period, and the fee for any 4 week billing period that starts during it remains payable.

We may end the agreement 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 the agreement ends:

• we stop your campaigns and hand back access to accounts that are yours;
• fees already paid are not refunded, in line with clause 8;
• where we have ended the agreement immediately under this clause, 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.

10. What belongs to who

You keep ownership of your business name, your logo, your photographs, your customer data and your enquiry records. You give us permission to use those things only to deliver the service to you.

We keep ownership of our systems, workflows, automations, campaign structures, message templates and reporting formats, including anything we build while delivering the service. You get the benefit of them while the agreement is on foot. You do not acquire ownership of them, and you may not resell them or license them to another business.

Your advertising account, your Google Business Profile and your business phone number remain yours. Where a phone number is issued on our platform for your use, we will help you port it out to another provider on request when the agreement ends, subject to the receiving carrier accepting it.

11. One business per service area

While your agreement is on foot, we will not run advertising campaigns for another heating and cooling business targeting your agreed service area. Your service area is recorded in your written service agreement. This does not stop us working with heating and cooling businesses in other areas, or with businesses in other trades.

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 the agreement ends.

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.

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.

16. Changes to these terms

We may update these terms. If a change materially affects you, we will give you reasonable notice in writing before it takes effect. If you do not accept a material change, you may end the agreement under clause 9. Continuing to use the service after a change takes effect means you accept it.

17. General

• Neither of us may transfer the agreement to someone else without the other's written consent, which will not be unreasonably withheld.
• If part of these terms is found to be unenforceable, 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.

18. 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.

19. Contact

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

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